N-CSR 1 ea0288636-01_ncsr.htm N-CSR
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act File Number 811-23566

 

Bow River Capital Evergreen Fund
(Exact name of registrant as specified in charter)

 

205 Detroit Street, Suite 800
Denver, Colorado 80206

(Address of principal executive offices) (Zip code)

 

Jeremy Held

Bow River Advisers, LLC

205 Detroit Street, Suite 800
Denver, Colorado 80206

(Name and address of agent for service)

 

COPIES TO:

 

Joshua B. Deringer, Esq.

Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996

215-988-2700

 

Registrant's telephone number, including area code: (303) 861-8466

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2026

 

 

 

 

 

Item 1. Reports to Stockholders.

 

(a)The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1)

 

     

Bow River Capital Evergreen Fund

    

Annual Report

March 31, 2026

bowriverevergreen.com • 1-888-330-3350

• DISTRIBUTED BY FORESIDE FINANCIAL SERVICES, LLC (MEMBER OF FINRA)

 

Bow River Capital Evergreen Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE
MARCH 31, 2026

Dear Bow River Capital Evergreen Fund Investor:

We are pleased to present our annual report for the Bow River Capital Evergreen Fund.

The Bow River Capital Evergreen Fund (the “Fund”) was launched in May of 2020 to provide investors with access to private equity investments with broader investment exposure and greater flexibility than traditional private investment funds1. By providing access to private equity in an investor-friendly vehicle we believe the Fund will help investors build better portfolios.

The Fund seeks to capture the best practices of private equity investing by combining the access, scale and pricing power of a large institution2 with the specialization and agility of a middle-market boutique. The Fund’s investment objective is to generate long-term capital appreciation by investing in a broad portfolio of private equity investments that provide attractive risk-adjusted return potential.

Since its launch in 2020, the Fund has been well received by investors as both a private markets access vehicle and as a portfolio customization tool. As of March 31, 2026 the Fund has a diverse investor base including wealth management firms, individual investors, family offices and institutional investors.

Highlights for the fiscal year ended March 31, 2026 include the following:

•     The Fund returned 13.0% net of fees for the 1-year period ended March 31, 2026, bringing the Fund’s annualized inception-to-date (12/31/2020) return to 13.6% and cumulative total net return to 95.2%.

•     The Fund deployed a total of $290m into 37 transactions during the year across the co-investment, secondary and primary fund market, bringing total private market investments in the Fund to 170.

•     The Fund’s assets increased from $760 million in March 2025 to $1.2 billion at the end of March 2026.

Performance data quoted represents past performance and is no guarantee of future results.

The Fund’s most recent fiscal year marked a period of increasingly divergent signals, reflecting a late-cycle economy coexisting with powerful structural growth drivers. On one hand, macroeconomic and geopolitical instability ranging from ‘Liberation Day’ to the ongoing war in Ukraine to the new war in Iran tempered investor sentiment. These tensions, coupled with higher baseline inflation, tighter financial conditions and slower growth have created the potential for a stagflationary economic outlook. Of particular concern is the employment picture, now heavily concentrated in the healthcare sector, as well as consumer activity that is increasingly being driven by higher-income households while the broader base shows signs of strain.

On the other hand, these market headwinds are offset by continued strength in corporate earnings, a resilient and active M&A market, and sustained investment in technology — particularly AI — which is driving capital expenditures and supporting pockets of growth. Taken together, the outlook is best understood not as uniformly strong or weak, but as bifurcated: cyclical areas of the economy are softening, while capital-driven and technology-enabled segments remain robust, resulting in a highly dispersed and nuanced investment landscape. This is consistent with the trend that our team has been describing for several quarters and we believe only increases the dispersion in investment outcomes going forward.

In this environment, we believe the gap between winners and losers is widening, particularly in private markets, reinforcing the importance of investment selectivity, underwriting discipline, and a focus on structurally advantaged sectors and business models.

(1)     Traditional private investment funds refers to private equity drawdown vehicles that generally have high investment minimums and long-dated timelines for returning capital to investors.

(2)        Large institutional pricing power refers to the Fund’s partnerships with New York Life for deal sourcing.

1

Bow River Capital Evergreen Fund

Manager’s Discussion of Fund Performance (CONTINUED)
MARCH 31, 2026

Asset Allocation

We also believe the bifurcated nature of future returns and increased dispersion in private equity will create some great investment opportunities. The Fund team has always taken a disciplined yet dynamic approach to portfolio deployment, allowing us to take advantage of market dislocation and asset mispricing.

Most importantly, we believe a consistent approach to deployment, asset allocation and underwriting will generate positive returns throughout multiple market cycles. To that end, the Fund’s source of returns has been remarkably stable over time, led by investments in direct companies and complemented by investments in secondaries and primary fund commitments. This performance profile lies in stark contrast to many funds in the Evergreen category that are overly reliant on the secondary market to generate returns.

We continue to believe that the best opportunities in the private equity sector remain in the lower middle market and middle market. Smaller private companies tend to operate in less efficient market segments and can benefit greatly from sector specialist private equity ownership. Furthermore, smaller companies tend to gain more from operational value creation initiatives than their large cap counterparts and the buyer pool for smaller companies tends to be deeper and more diverse. As shown in the chart below, the majority of the value creation generated in the Fund has come from its investments in lower middle market and middle market companies.

2

Bow River Capital Evergreen Fund

Manager’s Discussion of Fund Performance (CONTINUED)
MARCH 31, 2026

Another trend that is gradually taking shape is the increasing attractiveness of the growth and venture capital market. The Fund has the ability to invest up to 30% of its portfolio in growth and venture companies and invested heavily in the sector in 2020 before divesting a large portion in 2022. After more than a three-year pause in deployment, the Fund has started to reallocate toward growth and venture companies that have started to show signs of life alongside more reasonable valuations. Furthermore, consolidation in the industry has accelerated over the past several years as the industry has retrenched, leaving surviving firms in a better position. The number of active US VC firms declined by over 25%, from 8,315 in 2021 to 6,175 in 2024, reflecting consolidation of capital among VC managers. As a result, the team has increased the Fund’s private equity exposure to venture capital to 7% as of March 31, 2026, up from 1% as of March 31, 2025.

3

Bow River Capital Evergreen Fund

Manager’s Discussion of Fund Performance (CONTINUED)
MARCH 31, 2026

Performance

The Fund returned 13.0% net of fees for the 1-year period ended March 31, 2026, bringing the Fund’s annualized inception-to-date (12/31/2020) return to 13.6% and cumulative total net return to 95.2%. Fund performance during the year was driven largely by valuation uplift in several of the Fund’s direct co-investments, particularly in middle and lower middle market companies.

*        This graph compares a hypothetical $250,000 investment in the Fund’s Class I Shares with a similar investment in the MSCI World Index. Results include the reinvestment of all dividends and capital gains, and do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The index does not reflect expenses or fees, which would lower performance.

**       The MSCI World Index is a stock market index made up of approximately 1,600 global stocks. It is used as a common benchmark for ‘world’ or ‘global’ stock funds. The index comprises a collection of stocks of all the developed markets in the world, as defined by MSCI and includes stocks from 23 countries but excludes stocks from emerging and frontier economies. The index is used herein for illustrative purposes only. Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with managed accounts or investment funds. Index results assume the re-investment of all dividends and capital gains. The index is not a projection, prediction or guarantee of performance. Investments cannot be made directly into an index. The performance of the index shown represents unmanaged, passive buy-and-hold strategies, investment characteristics and risk/return profiles that differ materially from the Fund, and an investment in the Fund is not comparable to an investment in such index or in the securities that comprise the index.

Annualized Total Return Information

 

Share Class

1-Year

2-Year

3-Year

5-Year

Since
Inception

Inception
Date

 

Class I

13.00%       

13.06%       

12.96%       

12.51%       

13.60%

12/31/2020

 

Class II

12.70%       

12.76%       

12.68%       

n/a       

10.80%

1/3/2022

 

Fund Benchmark

             

MSCI World Index(1)

18.90%       

12.81%       

16.77%       

10.27%       

10.77%(2)  

   

(1)             Primary benchmark

(2)             Benchmark since inception returns reflect Class I inception date

Performance data quoted represents past performance and is no guarantee of future results.

4

Bow River Capital Evergreen Fund

Manager’s Discussion of Fund Performance (CONTINUED)
MARCH 31, 2026

Outlook

As we look forward, we see plenty of obstacles but also plenty of opportunity. Despite the headwinds, we believe opportunities will exist for disciplined, yet flexible pools of capital with dry powder3. For example, the team leaned heavily into venture, growth equity and private equity secondaries in the summer and fall of 2020 as a premium developed for flexible capital that could move with speed and certainty of execution. We also dynamically allocated to private credit secondaries in late 2022 and 2023 on the heels of an increase in base rates and attractive spreads per unit of leverage. Over the past several years we have tilted the portfolio toward lower middle market sector specialists in infrastructure, business services and healthcare services sectors with resilient business models and multiple paths to exit.

If history serves as a reliable guide, we believe U.S. private equity — and specifically our flexible mandate and direct co-investment strategy targeting lower-middle market companies — should offer insulation from current market volatility and uncertainty. Historically, the Fund’s adaptable approach has enhanced both portfolio performance and deployment effectiveness during market disruptions and we look forward to maintain our discipline and capitalizing on current market conditions to benefit our investors.

Sincerely,

The Bow River Capital Evergreen Fund Team

 

       

Jeremy Held

 

Joe Stork

       

The Bow River Capital Evergreen Fund Team

An offer can only be made by the prospectus and only in jurisdictions in which such an offer would be lawful. The prospectus contains important information concerning risk factors and other material aspects of the Fund to carefully consider and must be read carefully before a decision to invest is made. Please visit www.bowriverevergreen.com or contact your Financial Advisor to obtain a copy of the prospectus.

The Fund commenced investment operations on December 31, 2020, after the conversion of a limited partnership Account, Bow River Capital Evergreen Private Equity Fund LP, which commenced operations on May 22, 2020, (the “Predecessor Account”), into shares of the Fund’s Class I Shares. Information portrayed prior to December 31, 2020 is for the Predecessor Account. The Fund’s objectives, policies, guidelines and restrictions are in all material respects equivalent to those of the Predecessor Account. The Predecessor Account was not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain restrictions imposed by the 1940 Act on registered investment companies and by the Internal Revenue Code of 1986, as amended on regulated investment companies. If the Predecessor Account had been registered under the 1940 Act, the Predecessor Account’s performance may have been adversely affected.

Performance data quoted represents past performance and is no guarantee of future results. Total return figures include the reinvestment of dividends and capital gains. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. For the most recent month end performance, please call (888)-330-3350.

Any person subscribing for an investment must be able to bear the risks involved and must meet the suitability requirements of the Fund. Investors could lose all or a substantial amount of their investment. No assurance can be given that the Fund’s investment objectives will be achieved. The Fund is speculative and involves a substantial degree of risk. The Fund is a closed-end, diversified management

(3)             Dry powder refers to cash and cash equivalents that could be invested.

5

Bow River Capital Evergreen Fund

Manager’s Discussion of Fund Performance (CONTINUED)
MARCH 31, 2026

investment company that will make periodic repurchase offers for its securities and is highly illiquid. There is no secondary market for investors’ interests, and none is expected to develop. There are certain restrictions on transferring interests. Fees and expenses will offset the Fund’s trading profits. The Fund is subject to conflicts of interest. Other risks include those related to equity securities, fixed income securities, high-yield/high risk bonds, listed private equity, listed infrastructure securities, foreign securities, derivative instruments, leverage, capital calls, investment manager risk, as well as those related to general economic and market conditions, all of which may present significant risks. Please see the prospectus for more information on these and other risks.

Bow River Advisers, LLC (“Bow River Capital”) is the management company for the Bow River Capital Evergreen Fund.

All statements made herein are opinions of Bow River Capital and should not be construed as investment advice and recommendations.

Fund Distributor: Foreside Financial Services, LLC

6

Bow River Capital Evergreen Fund

CONSOLIDATED SCHEDULE OF INVESTMENTS
MARCH 31, 2026

 

Value

Private Investments — 87.8%

 

 

 

Direct Investments — 49.5%

 

 

 

Credit — 5.0%

 

 

 

Opportunistic — 1.0%

 

 

 

CL-EA Co-Investment Opportunities I, LP, 10.42% (SOFR1M + 6.50%), 12/31/2029, principal $3,000,000(1),(2)

 

$

6,596,833

Digital Alpha Solutions Fund, LP, 13.85% (SOFR3M + 9.50% PIK + 4.35%)(1),(2)

 

 

4,539,663

Palmer Square Loan Funding 2021-3, Ltd.(1)

 

 

9,000

Sand Trust Series 21-1A – Class SUB, principal $1,000,000, 4/15/2038(1)

 

 

452,500

   

 

11,597,996

   

 

 

Senior Credit — 0.9%

 

 

 

ClearScale, LLC T/L A, 12.42% (SOFR1M + 8.75%), 6/30/2027, principal $1,038,970(1),(3)

 

 

901,668

Corsair Blade IV (Luxembourg) S.a.r.l., 8.03% (EurlBOR3M + 6.00%, principal EUR 1,004,293) and 9.97% (SONIA + 6.00%, principal GBP 2,214,393), 4/22/2031(1),(3)

 

 

4,516,815

Pathstone Family Office, LLC, 8.27% (SOFR1M + 4.50% + CSA), 5/19/2029, principal $2,923,577(1),(3)

 

 

2,882,543

VCPF III Co-Invest 1-A, LP(1),(2)

 

 

2,971,044

   

 

11,272,070

   

 

 

Subordinated Credit — 3.1%

 

 

 

Eagle Point Co-Invest II, LP(1),(2)

 

 

4,113,198

Eagle Point SRT Co-Invest I, LP, 10.03% (EurlBOR3M + 8.00%), 9/26/2031, principal EUR 6,250,000(1),(3),(5)

 

 

3,291,720

Nexus Apex Holdings, LLC(1),(3),(8)

 

 

9,800,000

PARIOU SLP, 8.00% PIK, 10/31/2030, principal EUR 5,208,720(1),(2)

 

 

7,801,661

Polaris Newco, 13.45% (SOFR3M + 9.00% + CSA, 1.00% Floor), 6/3/2029, principal $2,150,195(1),(3)

 

 

1,655,650

Steamboat Credit Opportunities I, LLC(1),(2),(6),(8)

 

 

11,351,317

   

 

38,013,546

   

 

60,883,612

Equity — 44.5%

 

 

 

Buyout — 41.1%

 

 

 

ACP Hyperdrive Co-Invest, LLC(1),(2),(4)

 

 

2,507,199

AE Co-Investment Partners Fund III-R, LP(1),(3),(4)

 

 

12,056,039

Alpine Investors Iceman CV[-A], LP(1),(2),(4),(7)

 

 

11,578,865

AP DSB Co-Invest II, LP(1),(2),(4)

 

 

3,881,929

AP Goat Co-Invest, LP(1),(2),(4)

 

 

4,957,468

Beekeeper TopCo(1),(3),(4)

 

 

5,500,000

Biloxi Co-Investment Partners, LP(1),(2),(4)

 

 

2,123,052

Butterfly Nourish Co-Invest, LP(1),(2),(4)

 

 

12,388,389

BW Colson Co-Invest Feeder (Cayman), LP(1),(2),(4)

 

 

6,245,390

BW Phoenix Co-Invest, LP(1),(2),(4)

 

 

13,912,794

Carlyle Riser Co-Investment, LP(1),(2),(4)

 

 

1,801,240

CF24XB SCSp(1),(2),(4)

 

 

12,170,373

CIP IX Co-Investment Vehicle 2, LP(1),(2),(4)

 

 

10,503,262

Constellation 2022, LP(1),(2),(4)

 

 

5,221,928

Corsair Amore Investors, LP(1),(3),(4),(7)

 

 

1,950,062

Corsair Riva Munich Co-Investment, LP(1),(2),(4)

 

 

9,259,279

See accompanying Notes to Consolidated Financial Statements.

7

Bow River Capital Evergreen Fund

Consolidated SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

 

Value

Private Investments — 87.8% (continued)

 

 

 

Direct Investments — 49.5% (continued)

 

 

 

Equity — 44.5% (continued)

 

 

 

Buyout — 41.1% (continued)

 

 

 

Coyote 2021, LP(1),(2),(4)

 

$

10,931,898

DSG Group Holdings, LP(1),(3),(4)

 

 

10,961,900

Enak Aggregator, LP(1),(2),(4)

 

 

4,510,342

Ethos Capital Digital Infrastucture, LP(1),(2),(4)

 

 

3,784,421

Falcon Co-Investment Partners, LP(1),(2),(4)

 

 

3,039,245

First Reserve Ascent Opportunities Feeder Fund, LP(1),(2),(4),(8)

 

 

9,577,014

H.I.G. Starlite-B Co-Investment, LP(1),(2),(4)

 

 

7,743,271

Hg Vega Co-Invest, LP(1),(2),(4)

 

 

9,409,159

HHC InXpress Group CV, LP(1),(2),(4),(8)

 

 

6,294,192

ISH Co-Investment Aggregator, LP(1),(2),(4)

 

 

2,306,281

IvyRehab Holdings, LLC(1),(3),(4),(7)

 

 

11,022,719

Kelso XI Astra Co-Investment, LP(1),(2),(4),(8)

 

 

17,704,346

KKR Game Changer Co-Invest, LP(1),(3),(4),(7)

 

 

8,400,000

LH Equity Investors, LP(1),(2),(4)

 

 

20,387,689

LJ Ranger Co-Invest, LP(1),(2),(4),(8)

 

 

11,080,548

MML Stratos Investco, Ltd.(1),(3),(4),(8)

 

 

5,776,340

NCS Investment, LP(1),(2),(4),(7)

 

 

6,338,993

OceanSound Partners Co-Invest II, LP – Series B(1),(2),(4)

 

 

12,323,914

OceanSound Partners Co-Invest II, LP – Series E(1),(2),(4),(7)

 

 

13,944,485

OceanSound SMX Continuation Fund, LP(1),(2),(4),(7)

 

 

7,247,356

OceanSound SMX Rollover, LP(1),(2),(4),(7)

 

 

2,070,521

Onex OD Co-Invest, LP(1),(2),(4)

 

 

3,492,438

OSP Co-Invest II, LP(1),(2),(4),(7)

 

 

13,103,336

Palms Co-Investment Partners, LP(1),(2),(4)

 

 

4,311,546

Project Stream Co-Invest Fund, LP(1),(2),(4)

 

 

2,317,155

PS Co-Invest II, LP(1),(2),(4),(8)

 

 

3,240,931

PSC Tiger, LP(1),(2),(4)

 

 

10,746,516

QHP Sapphire SPV, LP(1),(3),(4)

 

 

21,832,996

SANCY SLP(1),(2),(4)

 

 

1,623,019

SCPCV-A, LP(1),(2),(4)

 

 

5,680,772

SEP Hamilton III Aggregator, LP(1),(2),(4)

 

 

3,059,781

SEP Skyhawk Fund III Aggregator II, LP(1),(2),(4)

 

 

550,517

SEP Skyhawk Fund III Aggregator, LP(1),(2),(4)

 

 

375,507

Silver Lake Strategic Investors VI, LP(1),(2),(4)

 

 

7,058,307

Soundcore Fund III REP CI-A, LP(1),(2),(4),(8)

 

 

3,177,049

Soundcore Fund III RR CI-A, LP(1),(2),(4)

 

 

4,968,843

Soundcore Fund III TS CI-A, LP(1),(2),(4)

 

 

2,971,836

Sprinkler 2024 Co-Investment I (Feeder) SCSp(1),(2),(4)

 

 

16,000,064

T6 Co-Invest B, LP(1),(2),(4)

 

 

10,971,664

TCV Beat Co., LP(1),(2),(4)

 

 

9,187,073

See accompanying Notes to Consolidated Financial Statements.

8

Bow River Capital Evergreen Fund

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

 

Value

Private Investments — 87.8% (continued)

 

 

 

Direct Investments — 49.5% (continued)

 

 

 

Equity — 44.5% (continued)

 

 

 

Buyout — 41.1% (continued)

 

 

 

TPG IX Evergreen Cl 1, LP(1),(2),(4)

 

$

11,956,263

Tracer Investors Co-Invest, LP(1),(2),(4)

 

 

9,571,778

Truelink Alpine, LP(1),(2),(4)

 

 

5,911,716

VCF Compass Co-Investor Holdings II, LP(1),(2),(4)

 

 

1,052,237

VCF Compass Co-Investor Holdings, LP(1),(2),(4)

 

 

8,771,162

Veregy Parent, LLC(1),(3),(4)

 

 

6,622,254

Vistage Equity Investors, LP(1),(2),(4)

 

 

11,972,262

Wildcat 21 Co-Invest Fund, LP(1),(2),(4)

 

 

3,846,944

WP Gateway Co-Invest, LP(1),(2),(4)

 

 

3,063

Yorkville Partners, LP(1),(2),(4)

 

 

13,542,366

   

 

498,831,298

   

 

 

Growth Equity — 2.8%

 

 

 

Cheetah Investment Holdings-A, LLC(1),(3),(4),(8)

 

 

16,713,240

Curaechoice, Inc.(1),(3),(4),(8)

 

 

5,258,679

Ion Pacific Ostrich Echo, LLC(1),(2),(4)

 

 

3,201,744

NVP Olipop, LLC(1),(2),(4)

 

 

1,255,173

Pinegrove Opportunity Partners I Gold Co-Invest, LP(1),(2),(4),(8)

 

 

5,074,083

WestCap Cerebral Co-Invest 2021, LLC(1),(2),(4),(7)

 

 

60,562

WestCap LoanPal Co-Invest 2020, LLC(1),(3),(4),(7)

 

 

2,494,355

   

 

34,057,836

   

 

 

Venture — 0.6%

 

 

 

NVP Mars Co-Invest II, LP(1),(3),(4),(8)

 

 

1,500,000

NVP Mars Co-Invest, LP(1),(2),(4),(8)

 

 

5,551,264

   

 

7,051,264

   

 

539,940,398

Total Direct Investments (Cost $415,910,675)

 

 

600,824,010

   

 

 

Primary Funds — 14.6%

 

 

 

Credit — 2.1%

 

 

 

Opportunistic — 0.0%

 

 

 

Lynx EBO Fund I (A), LLC(1),(2),(4)

 

 

24,625

   

 

 

Senior Credit — 0.8%

 

 

 

Ashgrove Specialty Lending Fund I SCSp RAIF(1),(2),(4)

 

 

589,251

Ashgrove Specialty Lending Fund II(1),(2),(4)

 

 

803,916

Coller Credit Opportunities I – B, LP(1),(2)

 

 

3,284,542

Onex Structured Credit Opportunities International Fund I, LLC(1),(2)

 

 

276,511

Tikehau Private Debt Secondaries II SCSp(1),(3),(4),(8)

 

 

2,078,484

Tikehau Private Debt Secondaries (Delaware), LP(1),(2),(4)

 

 

1,983,267

   

 

9,015,971

See accompanying Notes to Consolidated Financial Statements.

9

Bow River Capital Evergreen Fund

Consolidated SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

 

Value

Private Investments — 87.8% (continued)

 

 

 

Primary Funds — 14.6% (continued)

 

 

 

Credit — 2.1% (continued)

 

 

 

Subordinated Credit — 1.3%

 

 

 

Blue Owl Asset Special Opportunities IX GP, LP(1),(2),(4),(8)

 

$

6,887,309

Eagle Point Enhanced Income Fund US, LP(1),(2),(4)

 

 

8,185,230

PBN II-A Equity Holdings, LP(1),(2),(4)

 

 

700,454

   

 

15,772,993

   

 

24,813,589

Equity — 12.5%

 

 

 

Buyout — 8.6%

 

 

 

Avista Healthcare Partners II, LP(1),(2),(4)

 

 

4,723,540

Capital Dynamics Global Secondaries VI, LP(1),(2),(4)

 

 

870,393

Dawson Portfolio Finance 4, LP(1),(2),(4),(8)

 

 

3,413,141

Dawson Portfolio Finance 5, LP(1),(2),(4),(8)

 

 

5,178,481

Ethos Capital Investments, LP(1),(2),(4)

 

 

2,773,434

FFL Capital Partners V, LP(1),(2),(4),(8)

 

 

10,150,176

Gridiron Capital Fund V, LP(1),(2),(4)

 

 

5,272,207

ICG LP Secondaries Fund I, LP(1),(2),(4)

 

 

3,117,869

MML Keystone SCSp(1),(2),(4),(8)

 

 

3,602,656

OceanSound Partners Fund II, LP(1),(2),(4),(8)

 

 

8,025,715

OceanSound Partners Fund, LP(1),(2),(4),(8)

 

 

5,798,302

Overbay Fund XIV Offshore, LP(1),(2),(4)

 

 

1,604,014

Sheridan Capital Partners Fund III, LP(1),(2),(4),(7)

 

 

5,443,688

SK Capital Partners VI-A, LP(1),(2),(4)

 

 

9,157,994

Soundcore Capital Partners Fund III-A(1),(2),(4)

 

 

3,442,714

Sumeru Equity Partners Fund III, LP(1),(2),(4)

 

 

2,421,627

Sumeru Equity Partners Fund IV, LP(1),(2),(4)

 

 

2,625,485

Triton Fund 6 SCSp(1),(2),(4)

 

 

1,163,371

Truelink Capital Fund I-A, LP(1),(2),(4)

 

 

11,672,305

Valeas Capital Partners Fund I, LP(1),(2),(4),(8)

 

 

14,272,492

   

 

104,729,604

   

 

 

Growth Equity — 3.5%

 

 

 

Ion Pacific Stonecutter III (Cayman), LP(1),(2),(4)

 

 

2,608,391

New Vintage Partners Fund I, LP(1),(2),(4),(7)

 

 

5,955,418

Pinegrove Opportunity Partners I, LP(1),(2),(4),(8)

 

 

6,423,110

Prysm Capital Fund II, LP(1),(3),(4),(8)

 

 

14,860,897

WestCap Strategic Operator Fund II, LP(1),(2),(4)

 

 

6,537,410

WestCap Strategic Operator U.S. Feeder Fund, LP(1),(3),(4)

 

 

6,243,134

   

 

42,628,360

   

 

 

Opportunistic — 0.3%

 

 

 

Grain Spectrum Holdings III (Cayman), LP(1),(2),(4)

 

 

4,149,265

See accompanying Notes to Consolidated Financial Statements.

10

Bow River Capital Evergreen Fund

CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

 

Value

Private Investments — 87.8% (continued)

 

 

 

Primary Funds — 14.6% (continued)

 

 

 

Equity — 12.5% (continued)

 

 

 

Real Assets — 0.1%

 

 

 

EnCap Energy Transition Fund 1-A, LP(1),(2),(4)

 

$

725,284

   

 

152,232,513

Total Primary Funds (Cost $115,076,911)

 

 

177,046,102

   

 

 

Private Investment Funds — 3.5%

 

 

 

Liquid — 3.0%

 

 

 

Bright Meadow Agency MBS Onshore Fund, LP(1),(2),(4)

 

 

8,402,810

Saba Capital Carry Neutral Tail Hedge Offshore Fund, Ltd.(1),(2),(4)

 

 

9,917,561

Voleon Composition International Fund(1),(2),(4)

 

 

12,702,821

Voloridge Fund, LP(1),(2),(4)

 

 

5,235,923

   

 

36,259,115

   

 

 

Senior Credit — 0.5%

 

 

 

PIMCO DSCO Fund II Offshore Feeder, LP(1),(2),(4)

 

 

6,124,855

Total Private Investment Funds (Cost $36,873,127)

 

 

42,383,970

   

 

 

Secondary Funds — 20.2%

 

 

 

Credit — 3.7%

 

 

 

Senior Credit — 1.0%

 

 

 

AG DLI IV (Unlevered), LP(1),(2),(4)

 

 

8,735,824

BRCE SPV I, LLC(1),(3),(4)

 

 

146,973

Brightwood U.S. Credit Fund, LP(1),(2)

 

 

2,217,575

Coller Credit Opportunities I – Annex I, SLP(1),(2)

 

 

1,193,235

   

 

12,293,607

   

 

 

Subordinated Credit — 2.7%

 

 

 

CCS Co-Investment Vehicle I, LP(1),(2),(4)

 

 

4,711,682

CCS Co-Investment Vehicle 2 (Feeder), LP(1),(2),(4)

 

 

13,563,931

Coller Capital CBL Fund II(1),(3),(4)

 

 

3,934,516

CRG Partners III – Parallel Fund (A), LP(1),(2),(4)

 

 

1,546,297

RREF III Debt Domestic Investors, LP(1),(2),(4),(8)

 

 

6,240,583

RREF III Debt Direct Domestic Investors, LP(1),(2),(4),(8)

 

 

2,416,752

   

 

32,413,761

   

 

44,707,368

   

 

 

Equity — 16.5%

 

 

 

Buyout — 15.0%

 

 

 

Adams Street 2009 Direct Fund, LP(1),(2),(4)

 

 

14,697

Adams Street 2010 Direct Fund, LP(1),(2),(4)

 

 

23,018

Adams Street 2011 Direct Fund, LP(1),(2),(4)

 

 

32,120

Adams Street 2011 Non-U.S. Developed Markets Fund, LP(1),(2),(4)

 

 

76,954

Adams Street 2011 U.S. Fund, LP(1),(2),(4)

 

 

169,593

Adams Street 2013 Global Fund, LP(1),(2),(4)

 

 

1,350,890

See accompanying Notes to Consolidated Financial Statements.

11

Bow River Capital Evergreen Fund

Consolidated SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

 

Value

Private Investments — 87.8% (continued)

 

 

 

Secondary Funds — 20.2% (continued)

 

 

 

Equity — 16.5% (continued)

 

 

 

Buyout — 15.0% (continued)

 

 

 

Adams Street 2014 Global Fund, LP(1),(2),(4)

 

$

752,352

Adams Street Partnership Fund 2009 Non-U.S. Developed Markets Fund, LP(1),(2),(4)

 

 

29,683

Adams Street Partnership Fund 2009 U.S. Fund, LP(1),(2),(4)

 

 

75,545

Adams Street Partnership Fund 2010 Non-U.S. Developed Markets Fund, LP(1),(2),(4)

 

 

76,954

Adams Street Partnership Fund 2010 U.S. Fund, LP(1),(2),(4)

 

 

155,589

Alchemy Special Opportunities Fund II, LP(1),(2),(4)

 

 

1,186,817

Altor Fund IV (No. 1) AB(1),(2),(4)

 

 

5,222,122

ASP (Feeder) 2017 Global Fund, LP(1),(2),(4)

 

 

989,455

Blue Wolf Capital Fund IV, LP(1),(2),(4)

 

 

4,565,664

Brentwood Associates Private Equity VI, LP(1),(2),(4)

 

 

3,091,956

Coller International Partners VI Feeder Fund, LP – Class A(1),(2),(4)

 

 

41,384

Coller International Partners VII Feeder Fund, LP – Series B(1),(2),(4)

 

 

1,160,776

Crown Secondaries Special Opportunities II B, S.C.S.(1),(2),(4)

 

 

3,206,447

Crown Secondaries Special Opportunities II, S.C.S.(1),(2),(4)

 

 

8,381,944

Gasherbrum Fund II, LP(1),(2),(4)

 

 

5,219,535

Global Infrastructure Partners III-A/B, LP(1),(2),(4),(8)

 

 

2,237,528

Graphite Capital Partners VIII D, LP(1),(3),(4)

 

 

2,809,503

Great Hill Equity Partners IV, LP(1),(3),(4),(8)

 

 

1,011,503

Great Hill Equity Partners V, LP(1),(3),(4),(8)

 

 

4,278,806

ICG Europe Fund VII Feeder SCSp(1),(2),(4)

 

 

4,294,285

ICG Ludgate Hill IV-A Leopard, LP(1),(2),(4)

 

 

5,299,604

KH Aggregator, LP(1),(2),(4)

 

 

3,699,452

Leeds Equity Partners VI, LP(1),(2),(4)

 

 

3,382,202

Leeds Equity Partners VII-A, LP(1),(2),(4)

 

 

5,069,140

Onex Fund V, LP(1),(2),(4)

 

 

5,938,435

Overbay 2025 Fund (International), LP(1),(2),(4)

 

 

8,778,097

Overbay 2025 Fund Annual Series Aggregator (AIV V), LP(1),(2),(4),(8)

 

 

9,261,975

Overbay Capital Partners 2023 Fund Aggregator, LP(1),(2),(4)

 

 

11,079,102

Overbay Capital Partners 2024 Fund Aggregator (AIV VII), LP(1),(2),(4)

 

 

24,995,054

Overbay Capital Partners 2024 Fund Aggregator (AIV VI) II, LP(1),(2),(4)

 

 

13,984,206

Overbay Fund XIV (AIV III), LP(1),(2),(4)

 

 

662,863

Overbay Fund XIV Offshore (AIV), LP(1),(2),(4)

 

 

1,807,261

Porcupine Holdings, LP – Class A(1),(2),(4)

 

 

2,592,896

Porcupine Holdings, LP – Class B(1),(2),(4)

 

 

1,426,166

Resolute Fund IV, LP(1),(2),(4)

 

 

3,354,417

Resolute III Continuation Fund, LP(1),(2),(4)

 

 

8,732,959

SEP Hamilton, LP(1),(3),(4),(7)

 

 

985,113

Vistria Agua CV, LP(1),(2),(4),(8)

 

 

21,227,355

   

 

182,731,417

See accompanying Notes to Consolidated Financial Statements.

12

Bow River Capital Evergreen Fund

Consolidated SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

 

Value

Private Investments — 87.8% (continued)

 

 

 

 

Secondary Funds — 20.2% (continued)

 

 

 

 

Equity — 16.5% (continued)

 

 

 

 

Growth Equity — 1.5%

 

 

 

 

Ion Pacific Succession SCSp(1),(2),(4)

 

$

4,730,079

 

NVP Monogram Co-Invest, LP(1),(2),(4),(8)

 

 

12,936,280

 

   

 

17,666,359

 

   

 

 

 

Real Assets — 0.0%

 

 

 

 

Global Infrastructure Partners II-C, LP(1),(2),(4)

 

 

243,676

 

   

 

200,641,452

 

Total Secondary Funds (Cost $178,863,350)

 

 

245,348,820

 

   

 

 

 

Total Private Investments (Cost $746,724,063)

 

 

1,065,602,902

 

   

 

 

 

U.S. Treasury Bills — 6.1%

 

 

 

 

United States Treasury Bill, 3.63% OID, 4/7/2026, principal $37,500,000

 

 

37,278,125

 

United States Treasury Bill, 3.70% OID, 4/9/2026, principal $37,500,000(9)

 

 

37,165,781

 

Total U.S. Treasury Bills (Cost $74,443,906)

 

 

74,443,906

 

   

 

 

 

Short-Term Investments — 10.0%

 

 

 

 

UMB Money Market Fiduciary, 0.01%, shares 19,163,838(8),(10),(11)

 

 

19,163,838

 

UMB Money Market Special, 3.49%, shares 102,308,601(10),(11)

 

 

102,308,601

 

Total Short-Term Investments (Cost $121,472,439)

 

 

121,472,439

 

   

 

 

 

Total Investments (Cost $942,640,408) — 103.9%

 

$

1,261,519,247

 

Liabilities in excess of other assets — (3.9)%

 

 

(47,889,334

)

Net Assets — 100%

 

$

1,213,629,913

 

CSA — Credit Spread Adjustment

EUR — European Union Currency (Euro)

EurlBOR3M — Three Month Euribor Rate

GBP — Great Britain Pound

GP — General Partner

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Payment In Kind

RAIF — Reserved Alternative Investment Fund

SCSp — Special Limited Partnership

SLP — Special Limited Partnership

SOFR1M — One Month Average Secured Overnight Financing Rate

SOFR3M — Three Month Average Secured Overnight Financing Rate

SONIA — Sterling Overnight Index Average

(1)

 

Restricted security. The total value of these securities is $1,065,602,902, which represents 87.8% of total net assets of the Fund. Please refer to Note 7 in the Notes to Consolidated Financial Statements.

(2)

 

Investment is valued using the Fund’s pro rata net asset value (or its equivalent) as a practical expedient. Please refer to Note 3 in the Notes to Consolidated Financial Statements for respective investment strategies, unfunded commitments, and redemptive restrictions.

(3)

 

Level 3 securities fair valued using significant unobservable inputs. The total value of these securities is $169,485,909, which represents 14.0% of total net assets of the Fund.

(4)

 

Non-income producing.

See accompanying Notes to Consolidated Financial Statements.

13

Bow River Capital Evergreen Fund

Consolidated SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 2026

(5)

 

All or a portion of this security is held through a wholly-owned consolidated Subsidiary, Reverb, Ltd.

(6)

 

Affiliated investment for which ownership exceeds 5% of the investment’s capital with voting rights. Please refer to Note 6 in the Notes to Consolidated Financial Statements.

(7)

 

All or a portion of this security is held through a wholly-owned consolidated Subsidiary, Spartan I, LLC.

(8)

 

All or a portion of this security is held through a wholly-owned consolidated Subsidiary, BRCE Splitter, LLC.

(9)

 

All or a portion of this security is held through a wholly-owned consolidated Subsidiary, BRC UMB, LLC.

(10)

 

Rate disclosed represents the seven day yield as of the Fund’s period end.

(11)

 

The account is an interest-bearing money market deposit account maintained by UMB Bank, n.a. in its capacity as a custodian for various participating custody accounts. The Fund may redeem its investments in whole, or in part, on each business day.

On March 31, 2026, the Bow River Capital Evergreen Fund had an outstanding forward foreign currency contract with terms as set forth below:

Settlement Date

 

Counterparty

 

Currency
Purchased

 

Currency
Sold

 

Contract Amount

 

Value

 

Unrealized
Depreciation

Buy

 

Sell

 

June 30, 2026

 

Bannockburn Global
Forex, LLC

 

USD

 

EUR

 

$

57,610,000

 

EUR

 

50,000,000

 

$

57,985,387

 

$

(375,387

)

               

 

           

 

   

$

(375,387

)

See accompanying Notes to Consolidated Financial Statements.

14

Bow River Capital Evergreen Fund

CONSOLIDATED Summary OF INVESTMENTS
MARCH 31, 2026

Security Type/Geographic Region

 

Percent of
Total
Net Assets

Private Investments

   

 

North America

 

65.4

%

Global

 

13.2

%

Europe

 

9.2

%

Total Private Investments

 

87.8

%

U.S. Treasury Bills

 

6.1

%

Short-Term Investments

 

10.0

%

Total Investments

 

103.9

%

Liabilities in excess of other assets

 

(3.9

)%

Net Assets

 

100.0

%

See accompanying Notes to Consolidated Financial Statements.

15

Bow River Capital Evergreen Fund

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2026

Assets:

 

 

 

Unaffiliated investments, at fair value (cost $735,243,626)

 

$

1,054,251,585

Short-term investments, at fair value (cost $195,916,345)

 

 

195,916,345

Cash

 

 

1,922,408

Affiliated investments, at fair value (cost $11,480,437)

 

 

11,351,317

Investments paid in advance

 

 

986,409

Due from Adviser (Note 2)

 

 

5,623,625

Prepaid expenses

 

 

625,837

Interest receivable

 

 

536,871

Cash denominated in foreign currencies (cost $61,242)

 

 

60,928

Total Assets

 

 

1,271,275,325

   

 

 

Liabilities:

 

 

 

Unrealized depreciation on forward foreign currency contracts

 

 

375,387

Payables

 

 

 

Shareholder subscriptions received in advance

 

 

19,163,838

Shareholder redemptions

 

 

17,371,129

Deferred tax liability

 

 

12,529,455

Income tax payable (Note 2)

 

 

5,623,625

Investment management fee

 

 

1,813,004

Professional fees

 

 

662,495

Other accrued liabilities

 

 

82,369

Accounting and administration fees

 

 

13,346

Distribution and service fees

 

 

10,764

Total Liabilities

 

 

57,645,412

Commitments and contingencies (Note 9)

 

 

 
   

 

 

Net Assets

 

$

1,213,629,913

   

 

 

Composition of Net Assets:

 

 

 

Paid-in capital

 

$

952,937,341

Total distributable earnings

 

 

260,692,572

Net Assets

 

$

1,213,629,913

   

 

 

Net Assets Attributable to:

 

 

 

Class I Shares

 

$

1,163,305,189

Class II Shares

 

 

50,324,724

   

$

1,213,629,913

   

 

 

Shares of Beneficial Interest Outstanding (Unlimited Number of Shares Authorized, 100,000 shares registered; par value of $0.001):

 

 

 

Class I Shares

 

 

21,087,635

Class II Shares

 

 

922,321

   

 

22,009,956

   

 

 

Net Asset Value per Share1:

 

 

 

Class I Shares

 

$

55.17

Class II Shares

 

 

54.56

1        Each share class is subject to an early repurchase fee of 2.00% on any shares sold within 365 days of purchase.

See accompanying Notes to Consolidated Financial Statements.

16

Bow River Capital Evergreen Fund

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2026

Investment Income:

 

 

 

 

Interest income from unaffiliated investments

 

$

8,799,033

1

Total Investment Income

 

 

8,799,033

 

   

 

 

 

Expenses:

 

 

 

 

Investment management fee (Note 5)

 

 

17,613,095

 

Legal fees

 

 

958,126

 

Audit and tax fees

 

 

650,615

 

Accounting and administration fees

 

 

624,209

 

Interest expense

 

 

325,149

 

Other fees

 

 

280,247

 

Transfer agent fees

 

 

259,999

 

Trustee fees (Note 5)

 

 

170,000

 

Chief Compliance Officer and Chief Financial Officer fees (Note 5)

 

 

150,196

 

Distribution and Service fees – Class II (Note 5)

 

 

113,768

 

Custody fees

 

 

100,001

 

Pricing fees

 

 

65,999

 

Total Expenses Before Income Tax

 

 

21,311,404

 

Voluntary Reimbursement of Expenses (Note 5)

 

 

(9,319,552

)

Income Tax Benefit (Note 2)

 

 

(68,080

)

Total Expenses After Income Tax

 

 

11,923,772

 

Net Investment Loss

 

 

(3,124,739

)

   

 

 

 

Net Realized and Unrealized Gain (Loss):

 

 

 

 

Net realized gain (loss) on:

 

 

 

 

Unaffiliated investments

 

 

7,409,618

 

Deferred tax liability

 

 

(1,081

)

Foreign currency transactions

 

 

59,901

 

Forward foreign currency contracts

 

 

(1,358,499

)

Total net realized gain

 

 

6,109,939

 

Net change in unrealized appreciation (depreciation) on:

 

 

 

 

Unaffiliated investments

 

 

133,857,688

 

Affiliated investments

 

 

(129,120

)

Deferred tax liability

 

 

(12,114,309

)

Foreign currency translations

 

 

(314

)

Forward foreign currency contracts

 

 

(235,316

)

Total net change in unrealized appreciation

 

 

121,378,629

 

   

 

 

 

Net Realized and Unrealized Gain

 

 

127,488,568

 

   

 

 

 

Net Increase in Net Assets from Operations

 

$

124,363,829

 

1        Includes paid-in kind interest of $678,736.

See accompanying Notes to Consolidated Financial Statements.

17

Bow River Capital Evergreen Fund

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
 

 

For the
year ended
March 31,
2026

 

For the
year ended
March 31,
2025

Net Increase in Net Assets from:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment loss

 

$

(3,124,739

)

 

$

(14,313,972

)

Net realized gain

 

 

6,109,939

 

 

 

15,045,533

 

Net change in unrealized appreciation, net of deferred tax

 

 

121,378,629

 

 

 

78,314,647

 

Net Increase in Net Assets Resulting from Operations

 

 

124,363,829

 

 

 

79,046,208

 

   

 

 

 

 

 

 

 

Distributions to Shareholders:

 

 

 

 

 

 

 

 

Distributions:

 

 

 

 

 

 

 

 

Class I

 

 

(14,659,668

)

 

 

(14,914,526

)

Class II

 

 

(667,355

)

 

 

(865,073

)

Net Decrease in Net Assets from Distributions to Shareholders

 

 

(15,327,023

)

 

 

(15,779,599

)

   

 

 

 

 

 

 

 

Capital Transactions:

 

 

 

 

 

 

 

 

Proceeds from shares sold:

 

 

 

 

 

 

 

 

Class I

 

 

367,454,033

 

 

 

212,164,676

 

Class II

 

 

10,293,708

 

 

 

13,294,108

 

Reinvestment of distributions:

 

 

 

 

 

 

 

 

Class I

 

 

9,704,028

 

 

 

9,519,417

 

Class II

 

 

235,034

 

 

 

459,014

 

Cost of shares repurchased:

 

 

 

 

 

 

 

 

Class I1

 

 

(38,164,582

)

 

 

(23,858,409

)

Class II2

 

 

(5,058,381

)

 

 

(6,959,756

)

Net Increase in Net Assets from Capital Transactions

 

 

344,463,840

 

 

 

204,619,050

 

   

 

 

 

 

 

 

 

Total Net Increase in Net Assets

 

 

453,500,646

 

 

 

267,885,659

 

   

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

 

 

Beginning of period

 

 

760,129,267

 

 

 

492,243,608

 

End of period

 

$

1,213,629,913

 

 

$

760,129,267

 

   

 

 

 

 

 

 

 

Capital Share Transactions:

 

 

 

 

 

 

 

 

Shares sold:

 

 

 

 

 

 

 

 

Class I

 

 

7,070,758

 

 

 

4,518,977

 

Class II

 

 

198,864

 

 

 

283,378

 

Shares issued in reinvestment of distributions:

 

 

 

 

 

 

 

 

Class I

 

 

180,553

 

 

 

201,399

 

Class II

 

 

4,419

 

 

 

9,787

 

Shares redeemed:

 

 

 

 

 

 

 

 

Class I

 

 

(713,970

)

 

 

(497,405

)

Class II

 

 

(96,626

)

 

 

(145,250

)

Net Increase in Capital Shares Outstanding

 

 

6,643,998

 

 

 

4,370,886

 

1        Net of allocated repurchase fees of $8,410 and $33,296, respectively.

2        Net of allocated repurchase fees of $398 and $1,987, respectively.

See accompanying Notes to Consolidated Financial Statements.

18

Bow River Capital Evergreen Fund

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2026

Cash Flows from Operating Activities

 

 

 

 

Net increase in net assets from operations

 

$

124,363,829

 

Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:

 

 

 

 

Net realized gain from investments

 

 

(7,409,618

)

Net realized gain from foreign currency transactions

 

 

(59,901

)

Net realized loss from foreign currency contracts

 

 

1,358,499

 

Net change in unrealized appreciation from investments

 

 

(133,728,568

)

Net change in unrealized depreciation from deferred tax liability

 

 

12,114,309

 

Net change in unrealized depreciation from foreign currency translations

 

 

314

 

Net change in unrealized depreciation from foreign currency contracts

 

 

235,316

 

Purchases of investments

 

 

(359,300,836

)

PIK interest income added to principal amount of investment

 

 

(678,736

)

Sales of investments

 

 

86,195,528

 

Purchases of short term investments, net

 

 

(66,505,765

)

(Increase)/Decrease in Assets:

 

 

 

 

Due from Adviser

 

 

(5,623,625

)

Interest receivable

 

 

(57,629

)

Prepaid expenses

 

 

(430,560

)

Investment proceeds receivable

 

 

6,854,396

 

Investments paid in advance, at cost

 

 

8,833,438

 

Increase/(Decrease) in Liabilities:

 

 

 

 

Unrealized depreciation on forward foreign currency contracts

 

 

235,316

 

Investment management fee

 

 

678,550

 

Distribution and service fees

 

 

1,925

 

Professional fees

 

 

302,495

 

Accounting and administration fees

 

 

4,088

 

Other accrued liabilities

 

 

6,522

 

Income tax payable

 

 

(3,764,008

)

Net Cash Used in Operating Activities

 

 

(336,374,721

)

   

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Proceeds from shares sold and payable for shareholder subscriptions received in advance

 

 

361,814,093

 

Distributions paid to shareholders, net of reinvestments

 

 

(5,387,961

)

Payments for shares repurchased, net of repurchase fees

 

 

(36,890,458

)

Net Cash Provided by Financing Activities

 

 

319,535,674

 

   

 

 

 

Effects of foreign currency exchange rate changes in cash

 

 

(1,534,228

)

   

 

 

 

Net decrease in cash

 

 

(18,373,275

)

   

 

 

 

Cash at beginning of period

 

 

20,356,611

 

Cash denominated in foreign currencies at beginning of period

 

 

 

Total cash and cash equivalents at beginning of period

 

 

20,356,611

 

   

 

 

 

Cash at end of period

 

 

1,922,408

 

Cash denominated in foreign currencies at end of period

 

 

60,928

 

Total cash at end of period

 

$

1,983,336

 

   

 

 

 

Supplemental disclosure of non-cash activity

 

 

 

 

Reinvestment of distributions from underlying investments

 

$

1,169,494

 

Reinvestment of distributions to shareholders

 

 

9,939,062

 

   

 

 

 

Supplemental disclosure of cash activity

 

 

 

 

Income tax paid

 

$

3,695,927

 

Deferred tax paid

 

 

1,081

 

See accompanying Notes to Consolidated Financial Statements.

19

Bow River Capital Evergreen Fund

Consolidated Financial Highlights*
CLASS I SHARES

Per share operating performance.
For a capital share outstanding throughout each period.

 

For the
year ended
March 31,
2026
1

 

For the
year ended
March 31,
2025
1

 

For the
year ended
March 31,
2024
1

 

For the
year ended
March 31,
2023
1

 

For the
year ended
March 31,
2022
1

Net Asset Value, beginning of period

 

$

49.49

 

 

$

44.78

 

 

$

40.34

 

 

$

40.23

 

 

$

33.42

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss2

 

 

(0.16

)

 

 

(1.07

)

 

 

(0.17

)

 

 

(0.52

)

 

 

(0.63

)

Net realized and unrealized gain on investments

 

 

6.58

 

 

 

6.92

 

 

 

5.31

 

 

 

1.76

 

 

 

7.71

 

Total from investment operations

 

 

6.42

 

 

 

5.85

 

 

 

5.14

 

 

 

1.24

 

 

 

7.08

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to investors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From net realized gain

 

 

(0.74)

 

 

 

(1.14

)

 

 

(0.70

)

 

 

(1.14

)

 

 

(0.27

)

Total distributions to investors

 

 

(0.74)

 

 

 

(1.14

)

 

 

(0.70

)

 

 

(1.14

)

 

 

(0.27

)

Redemption Fees2:

 

 

0.00

3

 

 

0.00

3

 

 

0.00

3

 

 

0.01

 

 

 

 

Net Asset Value, end of period

 

$

55.17

 

 

$

49.49

 

 

$

44.78

 

 

$

40.34

 

 

$

40.23

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return4

 

 

13.00

%

 

 

13.11

%

 

 

12.77

%

 

 

3.17

%

 

 

21.23

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets, end of period (in thousands)

 

$

1,163,305

 

 

$

720,099

 

 

$

462,506

 

 

$

315,333

 

 

$

214,878

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss5

 

 

(0.30

)%6,10

 

 

(2.28

)%

 

 

(0.40

)%

 

 

(1.31

)%

 

 

(1.73

)%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses inclusive of interest expense and taxes5,7

 

 

2.09

%6

 

 

3.60

%

 

 

2.13

%

 

 

2.20

%

 

 

2.42

%

Net expenses inclusive of interest expense and taxes5,8

 

 

1.17

%6,10

 

 

3.60

%

 

 

2.22

%

 

 

2.27

%

 

 

2.26

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

 

 

 

 

1.50

%

 

 

 

 

 

 

 

 

 

Income Tax Benefit

 

 

(0.01

)%

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses exclusive of interest expense and taxes5,7

 

 

2.07

%

 

 

2.08

%

 

 

2.11

%

 

 

2.18

%

 

 

2.41

%

Net expenses exclusive of interest expense and taxes5,8

 

 

1.15

%6,10

 

 

2.08

%

 

 

2.20

%

 

 

2.25

%

 

 

2.25

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio Turnover Rate

 

 

10

%

 

 

14

%

 

 

15

%

 

 

13

%

 

 

19

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings – Revolving Credit Facility

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Assets Coverage per $1,000 of Borrowings9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility

 

 

Not Applicable

 

 

 

Not Applicable

 

 

 

Not Applicable

 

 

 

Not Applicable

 

 

 

Not Applicable

 

*          Consolidated started for the year ended March 31, 2025.

1          Includes adjustments in accordance with accounting principles generally accepted in the United States of America, and consequently, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

2          Per share data is computed using the average shares method.

3          Redemption fees consisted of per share amounts of less than $0.01.

4          Total returns are a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends and capital gain distributions are reinvested in shares of the Fund. Returns shown do not include payment of a 2.00% early repurchase fee for shares redeemed within 365 days of purchase. If the early repurchase fee was included, total returns would have been lower. Returns would have been lower if certain expenses had not been waived or reimbursed by Bow River Advisers, LLC (the “Adviser”).

5          The ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of underlying investment companies in which the Fund invests, including management and performance fees. As of March 31, 2026, the Fund’s underlying investment companies included a range of management fees from 0.00% to 2.25% (unaudited) and performance fees from 0% to 20% (unaudited).

6          Annualized, with the exception of a voluntary reimbursement of income taxes and/or an income tax benefit.

7          Represents the ratio of expenses to average net assets absent of fee waivers, expense reimbursements, and/or expense recoupments.

8          Represents the ratio of expenses to average net assets inclusive of fee waivers, expense reimbursements, and/or expense recoupments by the Adviser (Note 5).

9          Calculated by subtracting the Fund’s total liabilities (excluding the debt balance) from the Fund’s total assets and dividing by the outstanding debt balance.

10        Includes a non-annualized 0.90% voluntary reimbursement of income taxes.

See accompanying Notes to Consolidated Financial Statements.

20

Bow River Capital Evergreen Fund

Consolidated Financial Highlights*
CLASS II SHARES

Per share operating performance.
For a capital share outstanding throughout each period.

 

For the
year ended
March 31,
2026
1

 

For the
year ended
March 31,
2025
1

 

For the
year ended
March 31,
2024
1

 

For the
year ended
March 31,
2023
1

 

For the
period ended
March 31,
2022
1,2

Net Asset Value, beginning of period

 

$

49.08

 

 

$

44.53

 

 

$

40.21

 

 

$

40.20

 

 

$

38.33

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss3

 

 

(0.28

)

 

 

(1.18

)

 

 

(0.27

)

 

 

(0.62

)

 

 

(0.14

)

Net realized and unrealized gain on investments

 

 

6.50

 

 

 

6.87

 

 

 

5.29

 

 

 

1.76

 

 

 

2.01

 

Total from investment operations

 

 

6.22

 

 

 

5.69

 

 

 

5.02

 

 

 

1.14

 

 

 

1.87

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to investors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From net realized gain

 

 

(0.74

)

 

 

(1.14

)

 

 

(0.70

)

 

 

(1.14

)

 

 

 

Total distributions to investors

 

 

(0.74

)

 

 

(1.14

)

 

 

(0.70

)

 

 

(1.14

)

 

 

 

Redemption Fees3:

 

 

0.00

4

 

 

0.00

4

 

 

0.00

4

 

 

0.01

 

 

 

 

Net Asset Value, end of period

 

$

54.56

 

 

$

49.08

 

 

$

44.53

 

 

$

40.21

 

 

$

40.20

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return5

 

 

12.70

%

 

 

12.83

%

 

 

12.51

%

 

 

2.92

%

 

 

4.88

%6

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets, end of period (in thousands)

 

$

50,325

 

 

$

40,030

 

 

$

29,737

 

 

$

24,287

 

 

$

6,409

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss7

 

 

(0.55

)%8,13

 

 

(2.53

)%

 

 

(0.65

)%

 

 

(1.56

)%

 

 

(1.71

)%14

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses inclusive of interest expense and taxes7,9

 

 

2.34

%8

 

 

3.85

%

 

 

2.38

%

 

 

2.45

%

 

 

2.67

%14

Net expenses inclusive of interest expense and taxes7,10

 

 

1.42

%8,13

 

 

3.85

%

 

 

2.47

%

 

 

2.52

%

 

 

2.51

%14

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

 

 

 

 

1.50

%

 

 

 

 

 

 

 

 

 

Income Tax Benefit

 

 

(0.01

)%6

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses exclusive of interest expense and taxes7,9

 

 

2.32

%

 

 

2.33

%

 

 

2.36

%

 

 

2.43

%

 

 

2.66

%14

Net expenses exclusive of interest expense7,10

 

 

1.40

%8,13

 

 

2.33

%

 

 

2.45

%

 

 

2.50

%

 

 

2.50

%14

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio Turnover Rate

 

 

10

%

 

 

14

%

 

 

15

%

 

 

13

%

 

 

19

%11

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings – Revolving Credit Facility

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Assets Coverage per $1,000 of Borrowings12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility

 

 

Not Applicable

 

 

 

Not Applicable

 

 

 

Not Applicable

 

 

 

Not Applicable

 

 

 

Not Applicable

 

*          Consolidated started for the year ended March 31, 2025.

1          Includes adjustments in accordance with accounting principles generally accepted in the United States of America, and consequently, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

2          Reflects operations for the period January 3, 2022 (commencement of operations) through March 31, 2022.

3          Per share data is computed using the average shares method.

4          Redemption fees consisted of per share amounts of less than $0.01.

5          Total returns are a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends and capital gain distributions are reinvested in shares of the Fund. Returns shown do not include payment of a 2.00% early repurchase fee for shares redeemed within 365 days of purchase. If the early repurchase fee was included, total returns would have been lower. Returns would have been lower if certain expenses had not been waived or reimbursed by the Adviser.

6          Not annualized for periods less than one year.

7          The ratios of expenses and net investment income to average net assets do not reflect the Fund’s proportionate share of income and expenses of underlying investment companies in which the Fund invests, including management and performance fees. As of March 31, 2026, the Fund’s underlying investment companies included a range of management fees from 0.00% to 2.25% (unaudited) and performance fees from 0% to 20% (unaudited).

8          Annualized, with the exception of a voluntary reimbursement of income taxes and/or an income tax benefit.

9          Represents the ratio of expenses to average net assets absent of fee waivers, expense reimbursements, and/or expense recoupments.

10        Represents the ratio of expenses to average net assets inclusive of fee waivers, expense reimbursements, and/or expense recoupments by the Adviser (Note 5).

11        The portfolio turnover rate is calculated at the Fund level. The percentage listed was calculated for the year ended March 31, 2022.

12        Calculated by subtracting the Fund’s total liabilities (excluding the debt balance) from the Fund’s total assets and dividing by the outstanding debt balance.

13        Includes a non-annualized 0.90% voluntary reimbursement of income taxes.

14        Annualized.

See accompanying Notes to Consolidated Financial Statements.

21

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026

1. Organization

Bow River Capital Evergreen Fund (the “Fund”) was organized as a Delaware statutory trust on April 21, 2020 and commenced operations on January 1, 2021 following the reorganization of the Bow River Capital Evergreen Private Equity Fund, LP (the “Predecessor Fund”) with and into Class I Shares of the Fund, which was effective as of the close of business on December 31, 2020. The Fund currently offers two classes of shares: Class I Shares and Class II Shares (“Shares”). Class II Shares commenced operations on January 3, 2022. The Fund is a diversified, closed-end management investment company that operates as an interval fund pursuant to Rule 23c-3 of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is available to prospective investors who meet the requirements as described in the Fund’s current prospectus.

The Fund’s investment objective is to generate long-term capital appreciation. The Fund invests in a broad portfolio of private equity investments that provide attractive risk-adjusted return potential. The Fund will seek to achieve its investment objective through broad exposure to private equity, private credit, and semi-liquid or listed investments, that may include: (i) direct investments; (ii) secondary investments; (iii) primary fund commitments; (iv) direct or secondary purchases of liquid credit instruments; (v) other liquid investments; and (vi) short-term investments.

Bow River Advisers, LLC, an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), serves as the Fund’s investment adviser (the “Adviser”). Bow River Asset Management, LLC owns a majority, controlling interest in the Adviser, and New York Life Investment Management Holdings, LLC owns a minority but controlling (as defined by the 1940 Act) stake in the Adviser. During the period, Apogem Capital, LLC and Aksia CA, LLC, each an investment adviser registered under the Advisers Act, each served as a non-discretionary investment consultant to the Adviser with respect to the Fund. Effective December 31, 2025, the investment consultant agreement by and between the Adviser and Aksia CA, LLC expired. The Fund’s Board of Trustees (the “Board” and the members thereof, the “Trustees”) has the overall responsibility for the management and supervision of the business operations of the Fund. The Board may delegate any of its rights, powers, and authority to, among others, the officers of the Fund, any committee of the Board, or the Adviser.

Consolidation of Subsidiaries — The Fund may make investments through wholly-owned subsidiaries. Subsidiaries will not be registered under the 1940 Act; however, the Fund will wholly own and control any Subsidiaries. The Board has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole direct or indirect shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies. Furthermore, the Fund complies with Section 8 and Section 18 of the 1940 Act, governing investment policies and capital structure and leverage, respectively, on an aggregate basis with the Subsidiaries. The Subsidiaries also comply with Section 17 of the 1940 Act relating to affiliated transactions and custody. In addition, the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.

Each investment adviser to any such Subsidiary will comply with Section 15 of the 1940 Act with respect to advisory contract approval, including that (i) material amendments to any such Subsidiary’s advisory contract must be approved by the Fund’s shareholders or the Board in the manner and to the extent that the Fund’s advisory agreement must be approved by the Fund’s shareholders or the Board; and (ii) the Fund’s shareholders will have the ability to vote to terminate the Subsidiary’s advisory agreements to the extent that they can vote to terminate the Fund’s advisory agreement.

As of March 31, 2026, there were five wholly-owned subsidiaries: Spartan I, LLC, Thunder I, LLC, BRC UMB, LLC, BRCE Splitter, LLC, and Reverb, Ltd. Spartan I, LLC, Thunder I, LLC, BRC UMB, LLC, and BRCE Splitter, LLC were established on June 12, 2024, June 26, 2024, June 26, 2024, and June 17, 2025, respectively, as Delaware limited liability companies. Reverb, Ltd. was formed under the laws of the Cayman Islands on September 18, 2024. The Consolidated Schedule of Investments, Consolidated Statement of Assets and Liabilities, Consolidated Statement of Operations, Consolidated Statements of Changes in Net Assets, Consolidated Statement of Cash Flows, and Consolidated Financial Highlights of the Fund include the accounts of the subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation for the Fund, and as of March 31, 2026, Spartan I, LLC, Thunder I, LLC, BRC UMB, LLC, Reverb, Ltd., and BRCE Splitter, LLC had net assets of $121,963,701, $(186,111), $37,133,515, $3,299,286, and $204,254,248, respectively, which equals 10.0%, 0.0%, 3.1%, 0.3%, and 16.8%, respectively, of the Fund’s net assets.

22

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

2. Significant Accounting Policies

Basis of Presentation and Use of Estimates — The Fund is an investment company and as a result, maintains its accounting records and has presented these financial statements in accordance with the reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“ASC 946”). The presentation of the financial statements are in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

Income Recognition and Expenses — Interest income is recognized on an accrual basis as earned. Certain interest income is recognized upon receipt when applicable under specific investment terms. Dividend income is recorded on the ex-dividend date. Distributions received from investments in securities and private funds that represent a return of capital or capital gains are recorded as a reduction of cost of investment or as a realized gain, respectively. Expenses are recognized on an accrual basis as incurred. The Fund bears all expenses incurred in the course of its operations, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; professional fees; costs of insurance; registration expenses; and expenses of meetings of the Board. Expenses are subject to the Fund’s Expense Limitation Agreement (see Note 5).

Investment Transactions — Investment transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the identified cost basis for publicly traded investments and average cost for the Fund’s private investments for both financial statement and federal income tax purposes.

Distributions to Shareholders — Distributions to shareholders arising from net investment income and net realized capital gains, if any, are declared and paid annually. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. Distributions to shareholders are recorded on the ex-dividend date.

Segment Reporting — An operating segment is defined, in FASB Accounting Standards Codification (“ASC”) Topic 280 — Segment Reporting, as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s President and Chief Executive Officer acts as the Fund’s CODM. The Fund represents a single operating segment, as the CODM monitors the operating results of the Fund as a whole and the Fund’s long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Fund’s portfolio managers as a team. The financial information in the form of the Fund’s portfolio composition, total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations, subscriptions and redemptions), which are used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmarks and to make resource allocation decisions for the Fund’s single segment, is consistent with that presented within the Fund’s financial statements. Segment assets are reflected on the accompanying Consolidated Statement of Assets and Liabilities as “total assets” and significant segment expenses are listed on the accompanying Consolidated Statement of Operations. The Fund’s class level total returns and expense ratios are disclosed in the Consolidated Financial Highlights.

New Accounting Pronouncement — In December 2023, the FASB issued Accounting Standards Updated 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted.

In the reporting period, the Fund adopted ASU 2023-09 which enhances income tax disclosures, including disclosure of income taxes paid disaggregated by jurisdiction. See Note 2, paragraph Domestic Blocker Income Tax, for more information.

Valuation — The Fund will calculate its net asset value (“NAV”) as of the close of regular trading on the New York Stock Exchange on the last business day of each calendar week, each business day for the five business days preceding a repurchase request deadline (at such specific time set by the Board), each date that a Share is offered or repurchased, as of the date of any distribution and at such other times as the Board shall determine (each, a “Determination Date”).

23

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

In determining its NAV, the Fund will value its investments as of the relevant Determination Date. The NAV of the Fund will equal, unless otherwise noted, the value of the total assets of the Fund, less all liabilities, including accrued fees and expenses, each determined as of the relevant Determination Date.

The Board has approved valuation procedures (“Valuation Procedures”) for the Fund and has approved the delegation of the day-to-day work of determining fair values and pricing responsibility for the Fund to the Adviser (“Valuation Designee”), subject to the oversight of the Board. The valuation of the Fund’s investments is performed in accordance with FASB’s ASC Topic 820 — Fair Value Measurements and Disclosures.

Securities that are publicly traded on a U.S. national securities exchange or any foreign stock exchange and for which a quoted market exists will be valued at the closing price of such securities based on their respective market. The money market demand accounts are priced at cost and are generally classified as Level 1 investments.

Debt instruments for which market quotations are readily available are typically valued based on such market quotations. In validating market quotations, the Valuation Designee considers different factors such as the source and the nature of the quotation in order to determine whether the quotation represents fair value. The Valuation Designee makes use of reputable financial information providers in order to obtain the relevant quotations.

For debt and equity securities which are not publicly traded or for which market prices are not readily available (unquoted investments) the fair value is determined in good faith by the Valuation Designee. In determining the fair values of these investments, the Valuation Designee will typically apply widely recognized valuation methodologies including, but not limited to, income approach, market approach, cost approach, discounted cash flow methods and third-party valuations. In order to determine a fair value, these methods are applied to the latest information as of the Determination Date provided by the underlying portfolio companies or other business counterparties, to the extent that such information is available and deemed reliable.

Due to the inherent uncertainty in determining the fair value of investments for which market values are not readily available the fair values of these investments may fluctuate from period to period. In addition, such fair value may differ materially from the values that may have been used had a ready market existed for such investments and may significantly differ from the value ultimately realized by the Fund.

Assets and liabilities initially expressed in foreign currencies will be converted into U.S. Dollars using foreign exchange rates provided by a recognized pricing service.

Primary and Secondary Fund Investments

Primary investments are commitments to new private equity, private credit, or other private funds. Secondary investments are purchases of existing interests that are acquired on the secondary market. Primary or secondary investments in private funds are generally valued based on the latest NAV reported by the third-party fund manager or General Partner. This is commonly referred to as using NAV as a practical expedient which allows for estimation of the fair value of an investment in a private fund based on NAV or its equivalent if the NAV of the private fund is calculated in a manner consistent with ASC 946. Because of the inherent uncertainty of valuations of the investments in private funds, their estimated values may differ significantly from the values that would have been used had a ready market for the private funds existed, and the differences could be material. New purchases of primary or secondary investments in private funds will be valued at acquisition cost initially until a NAV is provided by the third-party fund manager or General Partner. The Fund will review any cash flows since the reference date of the last NAV for a private fund received by the Fund from a third-party manager (“Portfolio Fund Manager”) until the Determination Date are recognized by (i) adding the nominal amount of the investment related capital calls and (ii) deducting the nominal amount of investment related distributions from the NAV as reported by the Portfolio Fund Manager.

In addition to tracking the NAV plus related cash flows of such secondary purchases of interests in closed-end private funds (“Portfolio Funds”), the Valuation Designee may also track relevant broad-based and issuer (or fund) specific valuation information relating to the assets held by each private fund which is reasonably available at the time the Fund values its investments. Portfolio Fund Managers only provide determinations of the net asset values of the Portfolio Funds on a monthly or quarterly basis, in which event it will not be possible to determine the net asset value of the Fund more frequently. The Valuation Designee will consider such information and may conclude in certain circumstances that the information provided by the Portfolio Fund Manager does not represent the fair value of a particular asset held by a Portfolio Fund. If the Valuation Designee concludes in good faith that the latest NAV reported by a Portfolio

24

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Fund Manager does not represent fair value (e.g., there is more current information regarding a portfolio asset which significantly changes its fair value) the Valuation Designee will make a corresponding adjustment to reflect the current fair value of such asset within such Portfolio Fund. In determining the fair value of assets held by Portfolio Funds, the Valuation Designee applies valuation methodologies as outlined above.

Direct Investments

Direct investments are minority investments in a company made by investors alongside a private equity fund manager or venture capital firm. Direct investments in private equity funds may be valued based on the latest NAV reported by the third-party fund manager or General Partner. In assessing the fair value of the Fund’s direct investments in accordance with the Valuation Procedures, the Adviser uses a variety of methods such as earnings and multiple analysis, discounted cash flow and market data from third party pricing services and makes assumptions that are based on market conditions existing at the end of each reporting period. Because of the inherent uncertainty of estimates, fair value determinations based on estimates may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.

Foreign Currency Exchange Contracts — The Fund may enter into foreign currency exchange contracts. The Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date to hedge various investments, for risk management (i.e. hedging purposes). All foreign currency exchange contracts are market-to-market at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the foreign currency exchange contract is offset by entering into a closing transaction, or by the delivery, or receipt, of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

Federal Income Taxes — The Fund intends to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund utilizes a tax-year end of September 30 and the Fund’s income and federal excise tax returns and all financial records supporting the prior year returns are subject to examination by the federal and Delaware revenue authorities. If so qualified, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. The Fund’s policy is to classify any interest or penalties associated with underpayment of federal and state income taxes as an income tax expense on the Consolidated Statement of Operations.

The Fund did not meet the qualified income test (the “Source of Income Test”) under Subchapter M of the Code for the tax years ended September 30, 2024 and September 30, 2025 because it did not generate 90% of its gross income from qualifying sources. However, the Fund intends to utilize the provisions under Section 851(i) of the Code to cure such failures of the Source of Income Test and satisfy this test.

Income Tax Payable — The Fund estimated a tax liability of $9,387,633 that was recorded for the fiscal year ended March 31, 2025. After release of the March 31, 2025 annual report, the Adviser, with approval from the Board, agreed to reimburse the Fund for 100% of the tax liability. Since April 1, 2025, the Fund has paid income taxes in the amount of $3,695,927, relating to the tax year ended September 30, 2024. The Adviser reimbursed the Fund for this amount, as is reflected on the Consolidated Statement of Operations for the year ended March 31, 2026. Based on new information that became available in this period, the Fund also revised its previous estimate of 2025 tax liability. The impact of the revised amount is shown as Income Tax Benefit (estimated tax liability was reduced) on the Consolidated Statement of Operations. As of March 31, 2026, the balance of estimated tax liability for the tax year then ended is $5,623,625, which is reflected as Income Taxes Payable on the Consolidated Statement of Assets and Liabilities. When the final payment is made, the Adviser will reimburse the Fund, at which point, the tax liability will have had no affect on the Fund’s net asset value or the Fund’s shareholders.

Domestic Blocker Income Tax — Spartan I, LLC (the “Spartan Subsidiary”) is a wholly-owned subsidiary of the Fund and is a domestic limited liability company that has elected to be treated as a C Corporation for federal income tax purposes and as such is obligated to pay federal and state income tax on its taxable income. State tax returns are filed in various states in which an economic presence exists. Income taxes are charged based on apportioned income for each state. Currently, the federal income tax rate is 21.0%. The Fund is currently using a blended state tax rate net of Federal Benefit of 2.765%.

25

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

The amount of taxes paid by the Spartan Subsidiary will vary depending on the amount of capital appreciation of its investments and such taxes will reduce a Fund shareholder’s return from an investment in the Fund. Since the Spartan Subsidiary will be subject to taxation on the capital appreciation of its investments, the NAV of the Fund’s Shares will also be reduced by the accrual of any deferred tax liability. As a result, the Fund’s after tax performance will be impacted.

Spartan Subsidiary accrues deferred income taxes for any future liability associated with capital appreciation of its investments. Upon the sale of an investment, the Subsidiary may be liable for previously deferred taxes. The Spartan Subsidiary will rely to some extent on information, which is not necessarily timely, to estimate the deferred tax liability for purposes of financial statement reporting and determining the Fund’s NAV. From time to time, the Adviser may modify the estimates or assumptions related to the Subsidiary’s deferred tax liability as new information becomes available. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and the rates on the date of enactment.

Reverb, Ltd., Thunder I, LLC, BRC UMB, LLC, and BRCE Splitter, LLC are disregarded entities for income tax purposes.

The Fund’s current and deferred tax (expense)/benefit as of March 31, 2026 consists of the following:

Deferred tax (expense) benefit

 

 

 

 

Federal

 

$

(10,330,169

)

State

 

 

(1,784,140

)

   

$

(12,114,309

)

Total income tax (expense) benefit

 

$

(12,114,309

)

Components of the Fund’s deferred tax assets and liabilities are as follows:

Deferred tax assets:

 

 

 

 

Net operating loss carryforward

 

$

374,411

 

   

 

 

 

Deferred tax liability

 

 

 

 

Net unrealized gain on investments

 

$

(12,903,866

)

Net deferred tax asset/(liability)

 

$

(12,529,455

)

Total income tax (expense)/benefit (current and deferred) differs from the amount computed by applying the federal and state statutory income tax rates to net investment income and realized and unrealized gain/(losses) on investment before taxes as follows in the table below. The table reflects adoption of ASU 2023-09.

 

Amount

 

Percent

Federal Income tax expense at statutory rate

 

$

(10,165,928

)

 

21.00

%

State Income taxes (net of federal benefit)

 

 

(1,338,514

)

 

2.77

%

Contribution of unrealized gain property

 

 

(609,867

)

 

1.26

%

Net income tax (expense) benefit

 

$

(12,114,309

)

 

25.03

%

The following table summarizes income taxes paid (net of refunds received).

U.S. federal

 

$

U.S. state and local

 

 

1,081

Foreign

 

 

Total Income Tax Paid

 

$

1,081

Shareholder Subscriptions — Shareholder subscriptions received in advance are comprised of cash received on or prior to March 31, 2026 for which shares are issued on April 1, 2026. Shareholder subscriptions received in advance do not participate in the earnings of the Fund until shares are issued.

26

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

3. Fair Value Disclosures

GAAP defines fair value, establishes a three-tier framework for measuring fair value based on a hierarchy of inputs, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly and how that information must be incorporated into a fair value measurement. The hierarchy distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the fair value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

•        Level 1 — unadjusted quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.

•        Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc. and quoted prices for identical or similar assets in markets that are not active.) Inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.

•        Level 3 — significant unobservable inputs, including inputs that are not derived from market data or cannot be corroborated by market data and when the investment is not redeemable in the near term.

Private investments that are reported on the Fund’s schedule of investments as being measured at fair value using the Fund’s pro rata NAV (or its equivalent) without further adjustment, as a practical expedient of fair value and therefore these investments are excluded from the fair value hierarchy. Generally, the fair value of the Fund’s investment in a private investment represents the amount that the Fund could reasonably expect to receive from the investment fund if the Fund’s investment is withdrawn at the measurement date based on NAV.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the valuation inputs used to value the Fund’s assets and liabilities as of March 31, 2026:

     

Fair Value Measurements at the
End of the Reporting Period Using

   

Investments

 

Practical
Expedient*

 

Level 1
Quoted Prices

 

Level 2
Other Significant
Observable
Inputs

 

Level 3
Significant
Unobservable
Inputs

 

Total

Security Type

 

 

   

 

   

 

   

 

   

 

 

Private Investments**

 

$

895,655,493

 

$

 

$

461,500

 

$

169,485,909

 

$

1,065,602,902

U.S. Treasury Bills

 

 

 

 

 

 

74,443,906

 

 

 

 

74,443,906

Short-Term Investments

 

 

 

 

121,472,439

 

 

 

 

 

 

121,472,439

Total

 

$

895,655,493

 

$

121,472,439

 

$

74,905,406

 

$

169,485,909

 

$

1,261,519,247

*        Certain investments that are measured at fair value using the Fund’s pro rata NAV (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Schedule of Investments.

**      All sub-categories within the security type represent their respective evaluation status. For a detailed breakout, please refer to the Consolidated Schedule of Investments.

27

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

The following is a roll-forward of the activity in investments in which significant unobservable inputs (Level 3) were used in determining fair value on a recurring basis:

 

 

Beginning
balance
April 1,
2025

 

Transfers
into
Level 3
during the
period

 

Transfers
out of
Level 3
during the
period

 

Purchases or
Contributions

 

Sales or
Distributions

 

Net realized
gain

 

Change in net
unrealized
appreciation

 

Ending
balance
March 31,
2026

Private Investments

 

$

106,335,056

 

$

3,934,516

 

$

(34,891,762)

 

$

69,640,085

 

$

(13,159,075)

 

$

2,183,656

 

$

35,443,433

 

$

169,485,909

The change in net unrealized appreciation (depreciation) included in the Consolidated Statement of Operations attributable to Level 3 investments that were held as of March 31, 2026 is $28,667,136.

Transfers into Level 3 during the period represent investments being valued by management using unobservable inputs as an adjustment to reported fair values. Transfers out of Level 3 during the period represent investments that are being measured at fair value using the Fund’s pro rata NAV (or its equivalent) as a practical expedient and/or being valued using observable market data.

The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 Fair Value Measurements for investments held as of March 31, 2026:

Level 3 Investments

 

Fair Value
as of
March 31,
2026

 

Valuation
Technique

 

Unobservable Inputs

 

Range of Inputs/Discount
Rate/Price/Simple Average

 

Impact to Valuation
from an Increase in
Input

Direct Investments

 

 

                 

Credit

 

 

                 

Senior Credit

 

 

                 

ClearScale, LLC T/L A

 

$

901,668

 

Income Approach

 

Discount rate

 

9.81% – 12.31%/10.81%

 

Decrease

Corsair Blade IV (Luxembourg) S.a.r.l.

 

 

4,516,815

 

Income Approach

 

Discount rate

 

9.29% – 11.65%

 

Decrease

Pathstone Family Office, LLC

 

 

2,882,543

 

Income Approach

 

Discount rate

 

8.18% – 9.18%

 

Decrease

   

 

                 

Subordinated Credit

 

 

                 

Eagle Point SRT Co-Invest I, LP

 

 

3,291,720

 

Income Approach

 

Discount rate

 

9.5% – 10.25%/10.34%

 

Decrease

Nexus Apex Holdings, LLC

 

 

9,800,000

 

Market Approach

 

Transaction Price

 

Not Applicable

 

Increase

Polaris Newco

 

 

1,655,650

 

Income Approach

 

Discount rate

 

21.75% – 23.00%/22.38%

 

Decrease

   

 

                 

Equity

 

 

                 

Buyout

 

 

                 

AE Co-Investment Partners Fund III-R, LP

 

 

12,056,039

 

Market Approach

 

Liquidation Preference

 

1.5x

 

Increase

Beekeeper TopCo

 

 

5,500,000

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

Corsair Amore Investors, LP*

 

 

1,950,062

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

   

 

   

Market Approach

 

Adjusted EBITDA Multiple

 

3.11x – 15.21x

 

Increase

   

 

   

Market Approach

 

Adjusted EBITDA Multiple

 

3.55x – 14.9x

 

Increase

DSG Group Holdings, LP

 

 

10,961,900

 

Market Approach

 

Adjusted EBITDA Multiple

 

12.0x

 

Increase

IvyRehab Holdings, LLC

 

 

11,022,719

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

KKR Game Changer Co-Invest, LP

 

 

8,400,000

 

Market Approach

 

Liquidation Preference

 

1.4x

 

Increase

MML Stratos Investco, Ltd.

 

 

5,776,340

 

Market Approach

 

Transaction Price

 

Not Applicable

 

Increase

QHP Sapphire SPV, LP

 

 

21,832,996

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

Veregy Parent, LLC

 

 

6,622,254

 

Market Approach

 

Adjusted EBITDA Multiple

 

10.50x

 

Increase

   

 

                 

Growth Equity

 

 

                 

Cheetah Investment Holdings-A, LLC

 

 

16,713,240

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

Curaechoice, Inc.

 

 

5,258,679

 

Market Approach

 

Transaction Price

 

Not Applicable

 

Increase

Westcap Loanpal Co-invest 2020, LLC**

 

 

2,494,355

 

Market Approach

 

General Partner Net Asset Value

 

8,000,000

 

Increase

   

 

   

Income Approach

 

Discount rate

 

37.5%

 

Decrease

   

 

   

Market Approach

 

Adjusted EBITDA Multiple

 

1.21x – 8.17x

 

Increase

   

 

                 

Venture

 

 

                 

NVP Mars Co-Invest II, LP

 

 

1,500,000

 

Market Approach

 

Transaction Price

 

Not Applicable

 

Increase

28

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Level 3 Investments

 

Fair Value
as of
March 31,
2026

 

Valuation
Technique

 

Unobservable Inputs

 

Range of Inputs/Discount
Rate/Price/Simple Average

 

Impact to Valuation
from an Increase in
Input

Primary Funds

 

 

                 

Credit

 

 

                 

Senior Credit

 

 

                 

Tikehau Private Debt Secondaries II SCSp

 

$

2,078,484

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

   

 

                 

Equity

 

 

                 

Growth Equity

 

 

                 

Prysm Capital Fund II, LP

 

 

14,860,897

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

WestCap Strategic Operator U.S. Feeder Fund, LP

 

 

6,243,134

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

   

 

                 

Secondary Funds

 

 

                 

Credit

 

 

                 

Senior Credit

 

 

                 

BRCE SPV I, LLC

 

 

146,973

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

   

 

                 

Subordinated Credit

 

 

                 

Coller Capital CBL Fund II

 

 

3,934,516

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

   

 

                 

Equity

 

 

                 

Buyout

 

 

                 

Graphite Capital Partners VIII D, LP

 

 

2,809,503

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

Great Hill Equity Partners IV, LP

 

 

1,011,503

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

Great Hill Equity Partners V, LP

 

 

4,278,806

 

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

   

 

   

Market Approach

 

General Partner Net Asset Value

 

Not Applicable

 

Increase

SEP Hamilton, LP

 

 

985,113

 

Market Approach

 

Fair Value of Underlying Asset

 

$1.84 per share

 

Increase

Total Level 3 Investments

 

$

169,485,909

               

*        Weighted allocations of General Partner Net Asset Value and Adjusted EBITDA Multiple were 10%, 45%, and 45%, respectively.

**      Weighted allocations of Adjusted General Partner Net Asset Value, Discount Rate, and Adjusted EBITDA Multiple were 40%, 40%, and 20%, respectively.

The following is the fair value measurement of investments that are measured at the Fund’s pro rata NAV (or its equivalent) as a practical expedient:

Private Investments

 

Investment Style

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Notice Period

 

Lock Up
Period

ACP Hyperdrive Co-Invest, LLC

 

Buyout

 

$

2,507,199

 

$

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2009 Direct Fund, LP

 

Buyout

 

 

14,697

 

 

1,762

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2010 Direct Fund, LP

 

Buyout

 

 

23,018

 

 

3,471

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2011 Direct Fund, LP

 

Buyout

 

 

32,120

 

 

6,666

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2011 Non-U.S. Developed Markets Fund, LP

 

Buyout

 

 

76,954

 

 

42,587

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2011 U.S. Fund, LP

 

Buyout

 

 

169,593

 

 

58,073

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2013 Global Fund, LP

 

Buyout

 

 

1,350,890

 

 

130,224

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street 2014 Global Fund, LP

 

Buyout

 

 

752,352

 

 

67,754

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street Partnership Fund 2009 Non-U.S. Developed Markets Fund, LP

 

Buyout

 

 

29,683

 

 

29,504

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street Partnership Fund 2009 U.S. Fund, LP

 

Buyout

 

 

75,545

 

 

36,490

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street Partnership Fund 2010 Non-U.S. Developed Markets Fund, LP

 

Buyout

 

 

76,954

 

 

26,567

 

Subject to GP Consent

 

N/A

 

N/A

Adams Street Partnership Fund 2010 U.S. Fund, LP

 

Buyout

 

 

155,589

 

 

52,955

 

Subject to GP Consent

 

N/A

 

N/A

AG DLI IV (Unlevered), LP

 

Senior Credit

 

 

8,735,824

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Alchemy Special Opportunities Fund II, LP

 

Buyout

 

 

1,186,817

 

 

498,912

 

Subject to GP Consent

 

N/A

 

N/A

Alpine Investors Iceman CV[-A], LP

 

Buyout

 

 

11,578,865

 

 

733,176

 

Subject to GP Consent

 

N/A

 

N/A

29

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Private Investments

 

Investment Style

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Notice Period

 

Lock Up
Period

Altor Fund IV (No. 1) AB

 

Buyout

 

$

5,222,122

 

$

1,220,614

 

Subject to GP Consent

 

N/A

 

N/A

AP DSB Co-Invest II, LP

 

Buyout

 

 

3,881,929

 

 

34,482

 

Subject to GP Consent

 

N/A

 

N/A

AP Goat Co-Invest, LP

 

Buyout

 

 

4,957,468

 

 

53,966

 

Subject to GP Consent

 

N/A

 

N/A

Ashgrove Specialty Lending Fund I SCSp RAIF

 

Senior Credit

 

 

589,251

 

 

402,478

 

Subject to GP Consent

 

N/A

 

N/A

Ashgrove Specialty Lending Fund II

 

Senior Credit

 

 

803,916

 

 

2,427,184

 

Subject to GP Consent

 

N/A

 

N/A

ASP (Feeder) 2017 Global Fund, LP

 

Buyout

 

 

989,455

 

 

96,264

 

Subject to GP Consent

 

N/A

 

N/A

Avista Healthcare Partners II, LP

 

Buyout

 

 

4,723,540

 

 

394,817

 

Subject to GP Consent

 

N/A

 

N/A

Biloxi Co-Investment Partners, LP

 

Buyout

 

 

2,123,052

 

 

865,812

 

Subject to GP Consent

 

N/A

 

N/A

Blue Owl Asset Special Opportunities IX GP, LP

 

Subordinated Credit

 

 

6,887,309

 

 

3,242,105

 

Subject to GP Consent

 

N/A

 

N/A

Blue Wolf Capital Fund IV, LP

 

Buyout

 

 

4,565,664

 

 

642,421

 

Subject to GP Consent

 

N/A

 

N/A

Brentwood Associates Private Equity VI, LP

 

Buyout

 

 

3,091,956

 

 

641,165

 

Subject to GP Consent

 

N/A

 

N/A

Bright Meadow Agency MBS Onshore Fund, LP

 

Liquid

 

 

8,402,810

 

 

 

Monthly

 

30 days

 

N/A

Brightwood U.S. Credit Fund, LP

 

Senior Credit

 

 

2,217,575

 

 

339,069

 

Subject to GP Consent

 

N/A

 

N/A

Butterfly Nourish Co-Invest, LP

 

Buyout

 

 

12,388,389

 

 

 

Subject to GP Consent

 

N/A

 

N/A

BW Colson Co-Invest Feeder (Cayman), LP

 

Buyout

 

 

6,245,390

 

 

 

Subject to GP Consent

 

N/A

 

N/A

BW Phoenix Co-Invest, LP

 

Buyout

 

 

13,912,794

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Capital Dynamics Global Secondaries VI, LP

 

Buyout

 

 

870,393

 

 

340,000

 

Subject to GP Consent

 

N/A

 

N/A

Carlyle Riser Co-Investment, LP

 

Buyout

 

 

1,801,240

 

 

36,473

 

Subject to GP Consent

 

N/A

 

N/A

CCS Co-Investment Vehicle 2 (Feeder), LP

 

Subordinated Credit

 

 

13,563,931

 

 

4,716,644

 

Subject to GP Consent

 

N/A

 

N/A

CCS Co-Investment Vehicle I, LP

 

Subordinated Credit

 

 

4,711,682

 

 

2,628,425

 

Subject to GP Consent

 

N/A

 

N/A

CF24XB SCSp

 

Buyout

 

 

12,170,373

 

 

 

Subject to GP Consent

 

N/A

 

N/A

CIP IX Co-Investment Vehicle 2, LP

 

Buyout

 

 

10,503,262

 

 

5,287,783

 

Subject to GP Consent

 

N/A

 

N/A

CL-EA Co-Investment Opportunities I, LP

 

Opportunistic

 

 

6,596,833

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Coller Credit Opportunities I – Annex I, SLP

 

Senior Credit

 

 

1,193,235

 

 

1,126,133

 

Subject to GP Consent

 

N/A

 

N/A

Coller Credit Opportunities I – B, LP

 

Senior Credit

 

 

3,284,542

 

 

1,322,594

 

Subject to GP Consent

 

N/A

 

N/A

Coller International Partners VI Feeder Fund, LP – Class A

 

Buyout

 

 

41,384

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Coller International Partners VII Feeder Fund, LP – Series B

 

Buyout

 

 

1,160,776

 

 

1,244,187

 

Subject to GP Consent

 

N/A

 

N/A

Constellation 2022, LP

 

Buyout

 

 

5,221,928

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Corsair Riva Munich Co-Investment, LP

 

Buyout

 

 

9,259,279

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Coyote 2021, LP

 

Buyout

 

 

10,931,898

 

 

393,776

 

Subject to GP Consent

 

N/A

 

N/A

CRG Partners III – Parallel Fund (A), LP

 

Subordinated Credit

 

 

1,546,297

 

 

3,513,488

 

Subject to GP Consent

 

N/A

 

N/A

Crown Secondaries Special Opportunities II B, S.C.S.

 

Buyout

 

 

3,206,447

 

 

520,171

 

Subject to GP Consent

 

N/A

 

N/A

Crown Secondaries Special Opportunities II, S.C.S.

 

Buyout

 

 

8,381,944

 

 

1,193,901

 

Subject to GP Consent

 

N/A

 

N/A

Dawson Portfolio Finance 4, LP

 

Buyout

 

 

3,413,141

 

 

544,499

 

Subject to GP Consent

 

N/A

 

N/A

Dawson Portfolio Finance 5, LP

 

Buyout

 

 

5,178,481

 

 

2,432,094

 

Subject to GP Consent

 

N/A

 

N/A

Digital Alpha Solutions Fund, LP

 

Opportunistic

 

 

4,539,663

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Eagle Point Co-Invest II, LP

 

Subordinated Credit

 

 

4,113,198

 

 

3,579,744

 

Subject to GP Consent

 

N/A

 

N/A

Eagle Point Enhanced Income Fund US, LP

 

Subordinated Credit

 

 

8,185,230

 

 

6,750,000

 

Quarterly

 

90 days

 

Two years

Enak Aggregator, LP

 

Buyout

 

 

4,510,342

 

 

 

Subject to GP Consent

 

N/A

 

N/A

EnCap Energy Transition Fund 1-A, LP

 

Real Assets

 

 

725,284

 

 

2,370,417

 

Subject to GP Consent

 

N/A

 

N/A

Ethos Capital Digital Infrastucture, LP

 

Buyout

 

 

3,784,421

 

 

428,861

 

Subject to GP Consent

 

N/A

 

N/A

Ethos Capital Investments, LP

 

Buyout

 

 

2,773,434

 

 

882,446

 

Subject to GP Consent

 

N/A

 

N/A

Falcon Co-Investment Partners, LP

 

Buyout

 

 

3,039,245

 

 

964,212

 

Subject to GP Consent

 

N/A

 

N/A

30

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Private Investments

 

Investment Style

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Notice Period

 

Lock Up
Period

FFL Capital Partners V, LP

 

Buyout

 

$

10,150,176

 

$

1,336,061

 

Subject to GP Consent

 

N/A

 

N/A

First Reserve Ascent Opportunities Feeder Fund, LP

 

Buyout

 

 

9,577,014

 

 

963,208

 

Subject to GP Consent

 

N/A

 

N/A

Gasherbrum Fund II, LP

 

Buyout

 

 

5,219,535

 

 

59,084

 

Subject to GP Consent

 

N/A

 

N/A

Global Infrastructure Partners II-C, LP

 

Real Assets

 

 

243,676

 

 

229,866

 

Subject to GP Consent

 

N/A

 

N/A

Global Infrastructure Partners III-A/B, LP

 

Buyout

 

 

2,237,528

 

 

434,171

 

Subject to GP Consent

 

N/A

 

N/A

Grain Spectrum Holdings III (Cayman), LP

 

Opportunistic

 

 

4,149,265

 

 

280,277

 

Subject to GP Consent

 

N/A

 

N/A

Gridiron Capital Fund V, LP

 

Buyout

 

 

5,272,207

 

 

586,351

 

Subject to GP Consent

 

N/A

 

N/A

H.I.G. Starlite-B Co-Investment, LP

 

Buyout

 

 

7,743,271

 

 

249,789

 

Subject to GP Consent

 

N/A

 

N/A

Hg Vega Co-Invest, LP

 

Buyout

 

 

9,409,159

 

 

 

Subject to GP Consent

 

N/A

 

N/A

HHC InXpress Group CV, LP

 

Buyout

 

 

6,294,192

 

 

263,973

 

Subject to GP Consent

 

N/A

 

N/A

ICG Europe Fund VII Feeder SCSp

 

Buyout

 

 

4,294,285

 

 

1,970,299

 

Subject to GP Consent

 

N/A

 

N/A

ICG LP Secondaries Fund I, LP

 

Buyout

 

 

3,117,869

 

 

3,774,397

 

Subject to GP Consent

 

N/A

 

N/A

ICG Ludgate Hill IV-A Leopard, LP

 

Buyout

 

 

5,299,604

 

 

2,380,766

 

Subject to GP Consent

 

N/A

 

N/A

Ion Pacific Ostrich Echo, LLC

 

Growth Equity

 

 

3,201,744

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Ion Pacific Stonecutter III (Cayman), LP

 

Growth Equity

 

 

2,608,391

 

 

2,838,763

 

Subject to GP Consent

 

N/A

 

N/A

Ion Pacific Succession SCSp

 

Growth Equity

 

 

4,730,079

 

 

1,945,110

 

Subject to GP Consent

 

N/A

 

N/A

ISH Co-Investment Aggregator, LP

 

Buyout

 

 

2,306,281

 

 

692,308

 

Subject to GP Consent

 

N/A

 

N/A

Kelso XI Astra Co-Investment, LP

 

Buyout

 

 

17,704,346

 

 

1,500,000

 

Subject to GP Consent

 

N/A

 

N/A

KH Aggregator, LP

 

Buyout

 

 

3,699,452

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Leeds Equity Partners VI, LP

 

Buyout

 

 

3,382,202

 

 

249,733

 

Subject to GP Consent

 

N/A

 

N/A

Leeds Equity Partners VII-A, LP

 

Buyout

 

 

5,069,140

 

 

261,952

 

Subject to GP Consent

 

N/A

 

N/A

LH Equity Investors, LP

 

Buyout

 

 

20,387,689

 

 

 

Subject to GP Consent

 

N/A

 

N/A

LJ Ranger Co-Invest, LP

 

Buyout

 

 

11,080,548

 

 

1,476,501

 

Subject to GP Consent

 

N/A

 

N/A

Lynx EBO Fund I (A), LLC

 

Opportunistic

 

 

24,625

 

 

 

Subject to GP Consent

 

N/A

 

N/A

MML Keystone SCSp

 

Buyout

 

 

3,602,656

 

 

2,591,321

 

Subject to GP Consent

 

N/A

 

N/A

NCS Investment, LP

 

Buyout

 

 

6,338,993

 

 

 

Subject to GP Consent

 

N/A

 

N/A

New Vintage Partners Fund I, LP

 

Growth Equity

 

 

5,955,418

 

 

1,625,446

 

Subject to GP Consent

 

N/A

 

N/A

NVP Mars Co-Invest, LP

 

Venture

 

 

5,551,264

 

 

 

Subject to GP Consent

 

N/A

 

N/A

NVP Monogram Co-Invest, LP

 

Growth Equity

 

 

12,936,280

 

 

228,371

 

Subject to GP Consent

 

N/A

 

N/A

NVP Olipop, LLC

 

Growth Equity

 

 

1,255,173

 

 

 

Subject to GP Consent

 

N/A

 

N/A

OceanSound Partners Co-Invest II, LP – Series B

 

Buyout

 

 

12,323,914

 

 

 

Subject to GP Consent

 

N/A

 

N/A

OceanSound Partners Co-Invest II, LP – Series E

 

Buyout

 

 

13,944,485

 

 

 

Subject to GP Consent

 

N/A

 

N/A

OceanSound Partners Fund II, LP

 

Buyout

 

 

8,025,715

 

 

2,107,315

 

Subject to GP Consent

 

N/A

 

N/A

OceanSound Partners Fund, LP

 

Buyout

 

 

5,798,302

 

 

173,436

 

Subject to GP Consent

 

N/A

 

N/A

OceanSound SMX Continuation Fund, LP

 

Buyout

 

 

7,247,356

 

 

38,179

 

Subject to GP Consent

 

N/A

 

N/A

OceanSound SMX Rollover, LP

 

Buyout

 

 

2,070,521

 

 

20,369

 

Subject to GP Consent

 

N/A

 

N/A

Onex Fund V, LP

 

Buyout

 

 

5,938,435

 

 

1,082,235

 

Subject to GP Consent

 

N/A

 

N/A

Onex OD Co-Invest, LP

 

Buyout

 

 

3,492,438

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Onex Structured Credit Opportunities International Fund I, LLC

 

Senior Credit

 

 

276,511

 

 

 

Subject to GP Consent

 

N/A

 

N/A

OSP Co-Invest II, LP

 

Buyout

 

 

13,103,336

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Overbay 2025 Fund (International), LP

 

Buyout

 

 

8,778,097

 

 

3,000,000

 

Subject to GP Consent

 

N/A

 

N/A

Overbay 2025 Fund Annual Series Aggregator (AIV V), LP

 

Buyout

 

 

9,261,975

 

 

2,500,000

 

Subject to GP Consent

 

N/A

 

N/A

Overbay Capital Partners 2023 Fund Aggregator, LP

 

Buyout

 

 

11,079,102

 

 

1,560,333

 

Subject to GP Consent

 

N/A

 

N/A

Overbay Capital Partners 2024 Fund Aggregator (AIV VI) II, LP

 

Buyout

 

 

13,984,206

 

 

2,040,000

 

Subject to GP Consent

 

N/A

 

N/A

Overbay Capital Partners 2024 Fund Aggregator (AIV VII), LP

 

Buyout

 

 

24,995,054

 

 

4,848,005

 

Subject to GP Consent

 

N/A

 

N/A

31

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Private Investments

 

Investment Style

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Notice Period

 

Lock Up
Period

Overbay Fund XIV (AIV III), LP

 

Buyout

 

$

662,863

 

$

170,407

 

Subject to GP Consent

 

N/A

 

N/A

Overbay Fund XIV Offshore (AIV), LP

 

Buyout

 

 

1,807,261

 

 

579,387

 

Subject to GP Consent

 

N/A

 

N/A

Overbay Fund XIV Offshore, LP

 

Buyout

 

 

1,604,014

 

 

16,715

 

Subject to GP Consent

 

N/A

 

N/A

Palms Co-Investment Partners, LP

 

Buyout

 

 

4,311,546

 

 

188,340

 

Subject to GP Consent

 

N/A

 

N/A

PARIOU SLP

 

Subordinated Credit

 

 

7,801,661

 

 

19,987

 

Subject to GP Consent

 

N/A

 

N/A

PBN II-A Equity Holdings, LP

 

Subordinated Credit

 

 

700,454

 

 

474,051

 

Subject to GP Consent

 

N/A

 

N/A

PIMCO DSCO Fund II Offshore Feeder, LP

 

Senior Credit

 

 

6,124,855

 

 

 

Quarterly

 

60 days

 

One Year

Pinegrove Opportunity Partners I Gold Co-Invest, LP

 

Growth Equity

 

 

5,074,083

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Pinegrove Opportunity Partners I, LP

 

Growth Equity

 

 

6,423,110

 

 

4,653,791

 

Subject to GP Consent

 

N/A

 

N/A

Porcupine Holdings, LP – Class A

 

Buyout

 

 

2,592,896

 

 

2,075,472

 

Subject to GP Consent

 

N/A

 

N/A

Porcupine Holdings, LP – Class B

 

Buyout

 

 

1,426,166

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Project Stream Co-Invest Fund, LP

 

Buyout

 

 

2,317,155

 

 

 

Subject to GP Consent

 

N/A

 

N/A

PS Co-Invest II, LP

 

Buyout

 

 

3,240,931

 

 

 

Subject to GP Consent

 

N/A

 

N/A

PSC Tiger, LP

 

Buyout

 

 

10,746,516

 

 

967,995

 

Subject to GP Consent

 

N/A

 

N/A

Resolute Fund IV, LP

 

Buyout

 

 

3,354,417

 

 

150,668

 

Subject to GP Consent

 

N/A

 

N/A

Resolute III Continuation Fund, LP

 

Buyout

 

 

8,732,959

 

 

663,025

 

Subject to GP Consent

 

N/A

 

N/A

RREF III Debt Direct Domestic Investors, LP

 

Subordinated Credit

 

 

2,416,752

 

 

 

Subject to GP Consent

 

N/A

 

N/A

RREF III Debt Domestic Investors, LP

 

Subordinated Credit

 

 

6,240,583

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Saba Capital Carry Neutral Tail Hedge Offshore Fund, Ltd.

 

Liquid

 

 

9,917,561

 

 

 

Monthly

 

35 days

 

6 months

SANCY SLP

 

Buyout

 

 

1,623,019

 

 

19,987

 

Subject to GP Consent

 

N/A

 

N/A

SCPCV-A, LP

 

Buyout

 

 

5,680,772

 

 

529,211

 

Subject to GP Consent

 

N/A

 

N/A

SEP Hamilton III Aggregator, LP

 

Buyout

 

 

3,059,781

 

 

 

Subject to GP Consent

 

N/A

 

N/A

SEP Skyhawk Fund III Aggregator II, LP

 

Buyout

 

 

550,517

 

 

 

Subject to GP Consent

 

N/A

 

N/A

SEP Skyhawk Fund III Aggregator, LP

 

Buyout

 

 

375,507

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Sheridan Capital Partners Fund III, LP

 

Buyout

 

 

5,443,688

 

 

2,087,169

 

Subject to GP Consent

 

N/A

 

N/A

Silver Lake Strategic Investors VI, LP

 

Buyout

 

 

7,058,307

 

 

 

Subject to GP Consent

 

N/A

 

N/A

SK Capital Partners VI-A, LP

 

Buyout

 

 

9,157,994

 

 

7,378,349

 

Subject to GP Consent

 

N/A

 

N/A

Soundcore Capital Partners Fund III-A

 

Buyout

 

 

3,442,714

 

 

4,084,825

 

Subject to GP Consent

 

N/A

 

N/A

Soundcore Fund III REP CI-A, LP

 

Buyout

 

 

3,177,049

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Soundcore Fund III RR CI-A, LP

 

Buyout

 

 

4,968,843

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Soundcore Fund III TS CI-A, LP

 

Buyout

 

 

2,971,836

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Sprinkler 2024 Co-Investment I (Feeder) SCSp

 

Buyout

 

 

16,000,064

 

 

808,581

 

Subject to GP Consent

 

N/A

 

N/A

Steamboat Credit Opportunities I, LLC

 

Subordinated Credit

 

 

11,351,317

 

 

14,265,857

 

Subject to GP Consent

 

N/A

 

N/A

Sumeru Equity Partners Fund III, LP

 

Buyout

 

 

2,421,627

 

 

90,948

 

Subject to GP Consent

 

N/A

 

N/A

Sumeru Equity Partners Fund IV, LP

 

Buyout

 

 

2,625,485

 

 

1,434,392

 

Subject to GP Consent

 

N/A

 

N/A

T6 Co-Invest B, LP

 

Buyout

 

 

10,971,664

 

 

 

Subject to GP Consent

 

N/A

 

N/A

TCV Beat Co., LP

 

Buyout

 

 

9,187,073

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Tikehau Private Debt Secondaries (Delaware), LP

 

Senior Credit

 

 

1,983,267

 

 

285,000

 

Subject to GP Consent

 

N/A

 

N/A

TPG IX Evergreen Cl 1, LP

 

Buyout

 

 

11,956,263

 

 

640,323

 

Subject to GP Consent

 

N/A

 

N/A

Tracer Investors Co-Invest, LP

 

Buyout

 

 

9,571,778

 

 

400,000

 

Subject to GP Consent

 

N/A

 

N/A

Triton Fund 6 SCSp

 

Buyout

 

 

1,163,371

 

 

8,940,433

 

Subject to GP Consent

 

N/A

 

N/A

Truelink Alpine, LP

 

Buyout

 

 

5,911,716

 

 

843,333

 

Subject to GP Consent

 

N/A

 

N/A

Truelink Capital Fund I-A, LP

 

Buyout

 

 

11,672,305

 

 

884,563

 

Subject to GP Consent

 

N/A

 

N/A

Valeas Capital Partners Fund I, LP

 

Buyout

 

 

14,272,492

 

 

2,017,549

 

Subject to GP Consent

 

N/A

 

N/A

VCF Compass Co-Investor Holdings II, LP

 

Buyout

 

 

1,052,237

 

 

 

Subject to GP Consent

 

N/A

 

N/A

VCF Compass Co-Investor Holdings, LP

 

Buyout

 

 

8,771,162

 

 

 

Subject to GP Consent

 

N/A

 

N/A

VCPF III Co-Invest 1-A, LP

 

Senior Credit

 

 

2,971,044

 

 

 

Subject to GP Consent

 

N/A

 

N/A

32

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Private Investments

 

Investment Style

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Notice Period

 

Lock Up
Period

Vistage Equity Investors, LP

 

Buyout

 

$

11,972,262

 

$

 

Subject to GP Consent

 

N/A

 

N/A

Vistria Agua CV, LP

 

Buyout

 

 

21,227,355

 

 

2,533,034

 

Subject to GP Consent

 

N/A

 

N/A

Voleon Composition International Fund

 

Liquid

 

 

12,702,821

 

 

 

Monthly

 

30 days

 

None

Voloridge Fund, LP

 

Liquid

 

 

5,235,923

 

 

 

Monthly

 

90 days

 

N/A

WestCap Cerebral Co-Invest 2021, LLC

 

Growth Equity

 

 

60,562

 

 

 

Subject to GP Consent

 

N/A

 

N/A

WestCap Strategic Operator Fund II, LP

 

Growth Equity

 

 

6,537,410

 

 

88,041

 

Subject to GP Consent

 

N/A

 

N/A

Wildcat 21 Co-Invest Fund, LP

 

Buyout

 

 

3,846,944

 

 

 

Subject to GP Consent

 

N/A

 

N/A

WP Gateway Co-Invest, LP

 

Buyout

 

 

3,063

 

 

 

Subject to GP Consent

 

N/A

 

N/A

Yorkville Partners, LP

 

Buyout

 

 

13,542,366

 

 

 

Subject to GP Consent

 

N/A

 

N/A

       

$

895,655,493

 

$

152,923,418

           

*        Refer to the Consolidated Schedule of Investments for industry classification of individual securities.

4. Investment Transactions

Purchases and sales of investments, excluding short-term investments, for the year ended March 31, 2026 were $359,300,836 and $86,195,528, respectively.

5. Investment Management and Other Agreements

Pursuant to an Investment Management Agreement, the Fund will pay the Adviser a monthly investment management fee (the “Investment Management Fee”) in consideration of the advisory services provided by the Adviser to the Fund. The Investment Management Fee is equal to 1.75% on an annualized basis of the Fund’s average daily Managed Assets during such period. “Managed Assets” means the total assets of the Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of the Fund’s accrued liabilities (other than money borrowed for investment purposes). The Investment Management Fee is paid to the Adviser out of the Fund’s assets and decreases the net profits or increases the net losses of the Fund. The Investment Management Fee will be computed as of the last day of each month. During the year ended March 31, 2026, the Fund incurred $17,613,095 in investment management fees.

The Adviser entered into investment consultant agreements with Aksia CA, LLC and Apogem Capital, LLC (each an “Investment Consultant,” and together, the “Investment Consultants”) to assist the Adviser with sourcing, evaluating, and selecting investments for the Fund’s portfolio. As the Investment Consultants, Aksia CA, LLC and Apogem Capital, LLC recommend investments to the Adviser and has no involvement in investment decisions, any related negotiations, or the finalization of any investment. Currently, a high concentration of the Fund’s investments are sourced by the Investment Consultants. During the period, in consideration for services provided by Aksia CA, LLC, the Adviser paid an investment consultant fee equal to 0.375%, on an annualized basis, of the net asset value of the Fund’s investments (less cash and cash equivalents) existing as of December 31, 2024, with a minimum of $2 million, plus 0.375%, on an annualized basis, of the net asset value of all investments sourced by Aksia CA, LLC and invested by the Fund on and after January 1, 2025. Effective December 31, 2025, the investment consultant agreement by and between the Adviser and Aksia CA, LLC expired. In consideration for services provided by Apogem Capital, LLC, the Adviser pays an investment consultant fee equal to 0.375%, on an annualized basis, based on the Fund’s average daily Managed Assets attributable to investments sourced by Apogem Capital, LLC and invested by the Fund.

The Adviser has entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Fund’s aggregate monthly ordinary operating expenses, excluding certain “Specified Expenses” listed below, borne by the Fund in respect of each Class of Shares to an amount not to exceed 0.50%, on an annualized basis, of the Fund’s month-end net assets (the “Expense Cap”).

33

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

If the Fund’s aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses in respect of any Class of Shares for any month, exceed the Expense Cap applicable to that Class of Shares, the Adviser will waive its Management Fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. The Adviser may also directly pay expenses on behalf of the Fund and waive reimbursement under the Expense Limitation Agreement. To the extent that the Adviser waives its Management Fee and/or reimburses expenses, the Adviser may, for a period not to exceed three years from the date on which a Waiver is made, recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment.

Specified Expenses that are not covered by the Expense Limitation Agreement and are therefore borne by shareholders of the Fund include: (i) the Investment Management Fee; (ii) all fees and expenses of Fund Investments (including any underlying fees of the Fund Investments (the “Acquired Fund Fees and Expenses”)); (iii) transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of private market assets and other investments; (iv) interest payments incurred on borrowing by the Fund; (v) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vi) distribution and shareholder servicing fees, as applicable; (vii) taxes; and (viii) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of common shareholders.

The Expense Limitation Agreement is in effect until December 29, 2026, and will automatically renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Board. The Expense Limitation Agreement may be terminated by the Board upon thirty days’ written notice to the Adviser. As of March 31, 2026, there are no amounts recoupable by the Adviser. For the year ended March 31, 2026, the Adviser voluntarily reimbursed $9,319,552 of the income tax expenses which are not subject to recoupment by the Adviser.

In consideration of the services rendered by the Independent Trustees, the Fund pays each Independent Trustee a retainer of $65,000 per year in consideration of the services rendered by the Independent Trustees. In addition, the Fund pays an additional retainer of $2,500 per year to the Chairman of the Audit Committee and to the Chairman of the Nominating Committee. Trustees that are interested persons will not be compensated by the Fund. The Trustees do not receive any pension or retirement benefits.

Employees of PINE Advisors LLC (“PINE”) serve as Chief Compliance Officer, Chief Financial Officer and Assistant Treasurer of the Fund. PINE receives a monthly fee for the services provided to the Fund. The Fund also reimburses PINE for certain out-of-pocket expenses incurred on the Fund’s behalf.

The Fund has adopted a Distribution and Service Plan with respect to Class II Shares in compliance with Rule 12b-1 under the 1940 Act. The Distribution and Service Plan allows the Fund to pay distribution and servicing fees for the sale and servicing of its Class II Shares. Under the Distribution and Service Plan, the Fund may pay as compensation up to 0.25% on an annualized basis of the aggregate net assets of the Fund attributable to Class II Shares (the “Distribution and Servicing Fee”) to Foreside Financial Services, LLC (the “Distributor”) and/or other qualified recipients. Class I Shares are not subject to the Distribution and Servicing Fee. Foreside Financial Services, LLC acts as Distributor to the Fund on a best-efforts basis, subject to various conditions, pursuant to a Distribution Agreement (the “Distribution Agreement”) between the Fund and the Distributor. The Distributor may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of Class II Shares of the Fund. For the year ended March 31, 2026, distribution and service fees incurred are disclosed on the Consolidated Statement of Operations.

The Adviser may make payments from its resources, which include a portion of the Investment Management Fee, to brokers or dealers that assist in the distribution of Shares, including brokers or dealers that may be affiliated with the Adviser.

UMB Fund Services, Inc. serves as the Fund’s Administrator, Accounting Agent, and Transfer Agent. UMB Bank, N.A. serves as the Fund’s Custodian.

Certain officers and trustees of the Fund are also officers of the Adviser.

34

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

6. Affiliated Investments

Issuers that are considered affiliates, as defined in Section 2(a)(3) of the 1940 Act, of the Fund at period-end are noted in the Fund’s Schedule of Investments. The table below reflects transactions during the period with entities that are affiliates as of March 31, 2026 and may include acquisitions of new investments, prior year holdings that become affiliated during the period, and prior period affiliated holdings that are no longer affiliated as of period-end.

Non-Controlled Affiliates

 

Beginning
Fair Value
April 1,
2025

 

Purchases or
Contributions

 

Sales or
Distributions

 

Change in
securities
meeting the
definition
of
an affiliated
investment

 

Change in
Unrealized
Appreciation
(Depreciation)

 

Net
Realized
Gain
(Loss)

 

Ending
balance
March 31,
2026

 

Investment
Income

Steamboat Credit Opportunities I, LLC

 

$

 

$

11,480,437

 

$

 

$

 

$

(129,120

)

 

$

 

$

11,351,317

 

$

Total Non-Controlled Affiliates

 

$

 

$

11,480,437

 

$

 

$

 

$

(129,120

)

 

$

 

$

11,351,317

 

$

7. Restricted Securities

Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objectives and investment strategies. Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board.

Additional information on each restricted investment held by the Fund on March 31, 2026 is as follows:

Private Investments

 

Initial
Acquisition Date

 

Cost

 

Fair Value

 

% of
Net Assets

ACP Hyperdrive Co-Invest, LLC

 

March 7, 2022

 

$

2,594,796

 

$

2,507,199

 

0.2

%

Adams Street 2009 Direct Fund, LP

 

April 1, 2022

 

 

16,764

 

 

14,697

 

0.0

%

Adams Street 2010 Direct Fund, LP

 

April 1, 2022

 

 

19,579

 

 

23,018

 

0.0

%

Adams Street 2011 Direct Fund, LP

 

April 1, 2022

 

 

32,581

 

 

32,120

 

0.0

%

Adams Street 2011 Non-U.S. Developed Markets Fund, LP

 

April 1, 2022

 

 

62,148

 

 

76,954

 

0.0

%

Adams Street 2011 U.S. Fund, LP

 

April 1, 2022

 

 

79,842

 

 

169,593

 

0.0

%

Adams Street 2013 Global Fund, LP

 

April 1, 2022

 

 

899,648

 

 

1,350,890

 

0.1

%

Adams Street 2014 Global Fund, LP

 

April 1, 2022

 

 

459,481

 

 

752,352

 

0.1

%

Adams Street Partnership Fund 2009 Non-U.S. Developed Markets Fund, LP

 

April 1, 2022

 

 

15,509

 

 

29,683

 

0.0

%

Adams Street Partnership Fund 2009 U.S. Fund, LP

 

April 1, 2022

 

 

65,631

 

 

75,545

 

0.0

%

Adams Street Partnership Fund 2010 Non-U.S. Developed Markets Fund, LP

 

April 1, 2022

 

 

47,962

 

 

76,954

 

0.0

%

Adams Street Partnership Fund 2010 U.S. Fund, LP

 

April 1, 2022

 

 

100,376

 

 

155,589

 

0.0

%

AE Co-Investment Partners Fund III-R, LP

 

February 21, 2025

 

 

8,060,039

 

 

12,056,039

 

1.0

%

AG DLI IV (Unlevered), LP

 

April 28, 2023

 

 

4,939,761

 

 

8,735,824

 

0.7

%

Alchemy Special Opportunities Fund II, LP

 

April 4, 2024

 

 

701,979

 

 

1,186,817

 

0.1

%

Alpine Investors Iceman CV[-A], LP

 

October 20, 2023

 

 

7,270,824

 

 

11,578,865

 

1.0

%

Altor Fund IV (No. 1) AB

 

August 12, 2022

 

 

5,280,785

 

 

5,222,122

 

0.4

%

AP DSB Co-Invest II, LP

 

July 30, 2021

 

 

1,805,064

 

 

3,881,929

 

0.3

%

AP Goat Co-Invest, LP

 

January 24, 2025

 

 

4,484,220

 

 

4,957,468

 

0.4

%

Ashgrove Specialty Lending Fund I SCSp RAIF

 

December 17, 2021

 

 

159,981

 

 

589,251

 

0.0

%

Ashgrove Specialty Lending Fund II

 

August 30, 2024

 

 

847,867

 

 

803,916

 

0.1

%

35

Bow River Capital Evergreen Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2026

Private Investments

 

Initial
Acquisition Date

 

Cost

 

Fair Value

 

% of
Net Assets

ASP (Feeder) 2017 Global Fund, LP

 

April 1, 2022

 

$

577,686

 

$

989,455

 

0.1

%

Avista Healthcare Partners II, LP

 

March 16, 2021

 

 

2,747,108

 

 

4,723,540

 

0.4

%

Beekeeper TopCo

 

June 27, 2025

 

 

5,004,000

 

 

5,500,000

 

0.5

%

Biloxi Co-Investment Partners, LP

 

August 13, 2021

 

 

1,138,146

 

 

2,123,052

 

0.2

%

Blue Owl Asset Special Opportunities IX GP, LP

 

October 31, 2025

 

 

5,961,403

 

 

6,887,309

 

0.6

%

Blue Wolf Capital Fund IV, LP

 

December 31, 2024

 

 

2,699,746

 

 

4,565,664

 

0.4

%

BRCE SPV I, LLC

 

May 22, 2020

 

 

 

 

146,973

 

0.0

%

Brentwood Associates Private Equity VI, LP

 

December 31, 2024

 

 

1,890,503

 

 

3,091,956

 

0.3

%

Bright Meadow Agency MBS Onshore Fund, LP

 

April 4, 2025

 

 

8,004,000